Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule13d-102)
Information to be Included in Statements Filed Pursuant
to §240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to §240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
e.l.f. Beauty, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
26856L103
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule13d-1(b)
☐ Rule13d-1(c)
☒ Rule13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 26856L103 | Schedule 13G | Page 1 of 6 |
| 1 | Names of Reporting Persons
Tarang P. Amin | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizen or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
3,117,525 | ||||
| 6 | Shared Voting Power
2,759,997 | |||||
| 7 | Sole Dispositive Power
3,117,525 | |||||
| 8 | Shared Dispositive Power
2,759,997 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,877,522 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
12.9% | |||||
| 12 | Type of Reporting Person
IN | |||||
CUSIP No. 26856L103 | Schedule 13G | Page 3 of 6 |
| 1 | Names of Reporting Persons
Hirni Amin | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizen or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
2,759,997 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
2,759,997 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,759,997 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
6.1% | |||||
| 12 | Type of Reporting Person
IN | |||||
CUSIP No. 26856L103 | Schedule 13G | Page 3 of 6 |
ITEM 1. (a) Name of Issuer:
e.l.f. Beauty, Inc. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
570 10th Street, Oakland, California 94607.
ITEM 2. (a) Name of Person Filing:
Each of Tarang P. Amin and Hirni Amin is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
| (b) | Address or Principal Business Office: |
The business address of the Reporting Persons is C/O e.l.f. Beauty, Inc. 570 10th Street, Oakland, California, 94607.
| (c) | Citizenship of each Reporting Person is: |
The Reporting Persons are citizens of the United States.
| (d) | Title of Class of Securities: |
Common stock, par value $0.01 per share (“Common Stock”).
| (e) | CUSIP Number: |
26856L103
| ITEM 3. |
Not applicable.
CUSIP No. 26856L103 | Schedule 13G | Page 4 of 6 |
| ITEM 4. | Ownership. |
The ownership information below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2016, based upon 45,257,137 shares of Common Stock outstanding as of November 1, 2016.
(a)-(c)
| Reporting Person | Amount beneficially owned | Percent of class: | Sole power to vote or to direct the vote: | Shared power to vote or to | Sole of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
Tarang P. Amin | 5,877,522 | 12.9 | % | 3,117,525 | 2,759,997 | 3,117,525 | 2,759,997 | |||||||||||||||||
Hirni Amin | 2,759,997 | 6.1 | % | 0 | 2,759,997 | 0 | 2,759,997 | |||||||||||||||||
Tarang P. Amin has the sole power to vote and dispose of 3,117,525 shares of Common Stock, including 476,888 shares that Mr. Amin has the right to acquire within 60 days of December 31, 2016 pursuant to the exercise of stock options.
In addition, Hirni Amin and Mr. Amin share beneficial ownership of 2,759,997 shares of Common Stock held in various family trusts of which they serve asco-trustees.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
Not applicable.
CUSIP No. 26856L103 | Schedule 13G | Page 5 of 6 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2017
/s/ Tarang P. Amin |
| Tarang P. Amin |
/s/ Hirni Amin |
| Hirni Amin |
CUSIP No. 26856L103 | Schedule 13G | Page 6 of 6 |
LIST OF EXHIBITS
Exhibit | Description | |
| 99 | Joint Filing Agreement | |