| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 10/04/2018 | 3. Issuer Name and Ticker or Trading Symbol Elastic N.V. [ ESTC ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Ordinary Shares | 35,000 | I | See footnote(1) |
| Ordinary Shares | 35,000 | I | See footnote(2) |
| Ordinary Shares | 35,000 | I | See footnote(3) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee Stock Option (right to buy) | (4) | 09/07/2027 | Ordinary Shares | 602,169 | 10.15 | D | |
| Employee Stock Option (right to buy) | (5) | 04/02/2028 | Ordinary Shares | 50,000 | 13.07 | D | |
| Explanation of Responses: |
| 1. The ordinary shares are held of record by the reporting person as custodian for his elder daughter. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| 2. The ordinary shares are held of record by the reporting person as custodian for his younger daughter. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| 3. The ordinary shares are held of record by the reporting person as custodian for his son. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| 4. The option is subject to an early exercise provision and is immediately exercisable. An option to purchase 707,169 ordinary shares was granted on September 7, 2017 and was exercised in part prior to the date on which the reporting person became subject to Section 16. One-fourth of the ordinary shares subject to the option vested on August 28, 2018 and 1/48th of the ordinary shares subject to the option vest monthly thereafter. |
| 5. The ordinary shares subject to the option vest in 48 equal monthly installments beginning on November 1, 2019. |
| Remarks: |
| Exhibit 24 - Power of Attorney Immediately prior to the completion of the Issuer's initial public offering of ordinary shares, the Issuer intends to change its corporate form from a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) into a Dutch public limited company (naamloze vennootschap) and change its corporate name from Elastic B.V. to Elastic N.V. |
| /s/ W.H. Baird Garrett, by power of attorney | 10/04/2018 | |
| ** 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 5 (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. | ||
