Eventbrite Form 4 / ROELOF BOTHA ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BOTHA ROELOF

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Eventbrite, Inc. [ EB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/15/2021		J⁽¹⁾		9,356	D	$0.00	32,746	I	By Sequoia Capital U.S. Venture 2010-Seed Fund, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Class A Common Stock	03/15/2021		C⁽⁷⁾		2,144,713	A	$0.00	2,144,713	I	By Sequoia Capital U.S. Venture 2010 Fund, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Class A Common Stock	03/15/2021		C⁽⁷⁾		235,707	A	$0.00	235,707	I	By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P.⁽²⁾⁽³⁾⁽⁴⁾
Class A Common Stock	03/15/2021		C⁽⁷⁾		47,589	A	$0.00	47,589	I	By Sequoia Capital U.S. Venture 2010 Partners Fund, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Class A Common Stock	03/15/2021		C⁽⁷⁾		246,437	A	$0.00	246,437	I	By Sequoia Capital U.S. Growth Fund VII, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Class A Common Stock	03/15/2021		C⁽⁷⁾		16,037	A	$0.00	16,037	I	By Sequoia Capital U.S. Growth VII Principals Fund, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Class A Common Stock	03/15/2021		J⁽¹⁾		2,144,713	D	$0.00	0	I	By Sequoia Capital U.S. Venture 2010 Fund, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Class A Common Stock	03/15/2021		J⁽¹⁾		235,707	D	$0.00	0	I	By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P.⁽²⁾⁽³⁾⁽⁴⁾
Class A Common Stock	03/15/2021		J⁽¹⁾		47,589	D	$0.00	0	I	By Sequoia Capital U.S. Venture 2010 Partners Fund, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Class A Common Stock	03/15/2021		J⁽¹⁾		246,437	D	$0.00	0	I	By Sequoia Capital U.S. Growth Fund VII, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Class A Common Stock	03/15/2021		J⁽¹⁾		16,037	D	$0.00	0	I	By Sequoia Capital U.S. Growth VII Principals Fund, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Class A Common Stock	03/15/2021		J⁽⁵⁾		103,698	A	$0.00	152,080	I	By estate planning vehicles
Class A Common Stock								27,542⁽⁶⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽⁷⁾	03/15/2021		C			2,144,713	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	2,144,713	$0.00	7,506,495	I	By Sequoia Capital U.S. Venture 2010 Fund, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Class B Common Stock	⁽⁷⁾	03/15/2021		C			235,707	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	235,707	$0.00	824,975	I	By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P.⁽²⁾⁽³⁾⁽⁴⁾
Class B Common Stock	⁽⁷⁾	03/15/2021		C			47,589	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	47,589	$0.00	166,561	I	By Sequoia Capital U.S. Venture 2010 Partners Fund, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Class B Common Stock	⁽⁷⁾	03/15/2021		C			246,437	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	246,437	$0.00	862,530	I	By Sequoia Capital U.S. Growth Fund VII, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Class B Common Stock	⁽⁷⁾	03/15/2021		C			16,037	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	16,037	$0.00	56,130	I	By Sequoia Capital U.S. Growth VII Principals Fund, L.P.⁽²⁾⁽³⁾⁽⁴⁾

Explanation of Responses:

1. Represents a pro rata distribution of Class A Common Stock of the Issuer to partners or members for no consideration and includes subsequent distributions by general partners or managing members to their respective partners or members.

2. SC US (TTGP), Ltd. is the general partner of SC U.S. Venture 2010 Management, L.P., which is the general partner of each of Sequoia Capital U.S. Venture 2010 Fund, L.P., Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P., Sequoia Capital U.S. Venture 2010 Partners Fund, L.P. and Sequoia Capital U.S. Venture 2010-Seed Fund, L.P., or collectively, the SC 2010 Funds. SC US (TTGP), Ltd. is the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, L.P. and Sequoia Capital U.S. Growth VII Principals Fund, L.P., or collectively, the SC USGF VII Funds. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

3. The Reporting Person is a director of SC US (TTGP), Ltd. SC US (TTGP), Ltd. is the general partner of SC U.S. Venture 2010 Management, L.P., which is the general partner of each of Sequoia Capital U.S. Venture 2010 Fund, L.P., Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P. Sequoia Capital U.S. Venture 2010 Partners Fund, L.P. and Sequoia Capital U.S. Venture 2010-Seed Fund, L.P., or collectively, the SC 2010 Funds. SC US (TTGP), Ltd. is the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, L.P. and Sequoia Capital U.S. Growth VII Principals Fund, L.P., or collectively, the SC USGF VII Funds.

4. (Continued from Footnote 3) The reporting person disclaims beneficial ownership of the securities held by the SC 2010 Funds and SC USGF VII Funds except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

5. Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro rata in-kind distributions described in footnote (1) above.

6. 10,819 of these shares represent restricted stock units (each, an "RSU"). Each RSU represents a contingent right to receive one share of Class A common stock. 100% of the RSUs vest on the earlier of (i) May 21, 2021 or (ii) the next annual meeting of stockholders of the Issuer, subject to the Reporting Person's continued service to the Issuer.

7. The Issuer's Class B Common Stock is convertible into the Issuer's Class A Common Stock on a one-for-one basis at the Reporting Person's election and has no expiration date.

	/s/ Jung Yeon Son, Attorney-In-Fact	03/17/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Eventbrite (EB) Form 4Eventbrite / ROELOF BOTHA ownership change