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 |
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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Elastic N.V. [ ESTC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/20/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary Shares | 03/20/2019 | J(1) | 750,000 | D | $0.00 | 8,341,250 | I | See footnote(2) | ||
| Ordinary Shares | 53,282 | I | See footnote(3) | |||||||
| Ordinary Shares | 03/20/2019 | J(1) | 32,471 | A | $0.00 | 119,010 | I | See footnote(4) | ||
| Ordinary Shares | 03/20/2019 | J(1) | 36,021 | A | $0.00 | 56,021 | I | See footnote(5) | ||
| Ordinary Shares | 03/21/2019 | S | 19,084 | D | $88.3434(6) | 36,937 | I | See footnote(5) | ||
| Ordinary Shares | 03/21/2019 | S | 16,937 | D | $88.7643(7) | 20,000 | I | See footnote(5) | ||
| Ordinary Shares | 03/20/2019 | J(1) | 8,523 | A | $0.00 | 8,523 | I | See footnote(8) | ||
| Ordinary Shares | 03/21/2019 | S | 4,516 | D | $88.3434(6) | 4,007 | I | See footnote(8) | ||
| Ordinary Shares | 03/21/2019 | S | 4,007 | D | $88.7643(7) | 0 | I | See footnote(8) | ||
| Ordinary Shares | 03/20/2019 | J(1) | 2,482 | A | $0.00 | 2,482 | I | See footnote(9) | ||
| Ordinary Shares | 03/21/2019 | S | 2,482 | D | $90.2516(10) | 0 | I | See footnote(9) | ||
| Ordinary Shares | 03/20/2019 | J(1) | 32,904 | A | $0.00 | 32,904 | I | See footnote(11) | ||
| Ordinary Shares | 03/21/2019 | S | 1,385 | D | $88.6303(12) | 31,519 | I | See footnote(11) | ||
| Ordinary Shares | 03/21/2019 | S | 1,180 | D | $89.13(13) | 30,339 | I | See footnote(11) | ||
| Ordinary Shares | 03/21/2019 | S | 30,339 | D | $90.2516(10) | 0 | I | See footnote(11) | ||
| Ordinary Shares | 03/20/2019 | J(1) | 2,557 | A | $0.00 | 9,376 | I | See footnote(14) | ||
| Ordinary Shares | 03/20/2019 | J(1) | 34,760 | A | $0.00 | 127,414 | I | See footnote(15) | ||
| Ordinary Shares | 03/20/2019 | J(1) | 710 | A | $0.00 | 710 | I | See footnote(16) | ||
| Ordinary Shares | 03/21/2019 | S | 710 | D | $88.5752(17) | 0 | I | See footnote(16) | ||
| Ordinary Shares | 03/20/2019 | J(1) | 31,049 | A | $0.00 | 31,049 | I | See footnote(18) | ||
| Ordinary Shares | 03/21/2019 | S | 31,049 | D | $88.5752(17) | 0 | I | See footnote(18) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents a pro-rata, in-kind distribution by BCP VII and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. |
| 2. The shares are held by Benchmark Capital Partners VII, L.P. ("BCP VII"), as nominee for BCP VII, Benchmark Founders' Fund VII, L.P. ("BFF VII"), Benchmark Founders' Fund VII-B, L.P. ("BFF VII-B") and related persons. Benchmark Capital Management Co. VII, L.L.C. ("BCMC VII"), the general partner of each of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole voting and investment power over such shares. Matthew R. Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Mitchell H. Lasky, Steven M. Spurlock and Eric H. Vishria, the managing members of BCMC VII, may be deemed to share voting and investment power over these shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities). |
| 3. The shares are held by Benchmark Capital Partners VII - Annex, L.P. ("BCP - Annex"). BCMC VII, the general partner of BCP - Annex, may be deemed to have sole voting and investment power over such shares. Messrs. Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky, Spurlock and Vishria, the managing members of BCMC VII, may be deemed to share voting and investment power over these shares beneficially held by BCP - Annex. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities). |
| 4. Shares are held by Matthew R. Cohler's family trust. |
| 5. Shares are held by Bruce W. Dunlevie's family trust. |
| 6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.575 to $88.57, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.575 to $89.16, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 8. Shares are held by a limited partnership controlled by Bruce W. Dunlevie. |
| 9. Shares are held by limited partnerships controlled by J. William Gurley. |
| 10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.20 to $90.39, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 11. Shares are held directly by J. William Gurley. |
| 12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.01 to $88.995, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.02 to $89.26, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 14. Shares are held by a limited partnership controlled by Kevin R. Harvey. |
| 15. Shares are held by Kevin R. Harvey's family trust. |
| 16. Shares are held by a limited partnership controlled by Mitchell H. Lasky. |
| 17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.50 to $89.16, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 18. Shares are held by Mitchell H. Lasky's family trust. |
| Remarks: |
| This report is one of three reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with Benchmark and their applicable members. |
| /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C. | 03/22/2019 | |
| /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Capital Partners VII, L.P. | 03/22/2019 | |
| /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Founders' Fund VII, L.P. | 03/22/2019 | |
| /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Founders' Fund VII-B, L.P. | 03/22/2019 | |
| /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Capital Partners VII - Annex, L.P. | 03/22/2019 | |
| /s/ Steven M. Spurlock, by power of attorney for Matthew R. Cohler | 03/22/2019 | |
| /s/ Steven M. Spurlock, by power of attorney for Bruce W. Dunlevie | 03/22/2019 | |
| /s/ Steven M. Spurlock, by power of attorney for J. William Gurley | 03/22/2019 | |
| /s/ Steven M. Spurlock, by power of attorney for Kevin R. Harvey | 03/22/2019 | |
| /s/ Steven M. Spurlock, by power of attorney for Mitchell H. Lasky | 03/22/2019 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||