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 Eventbrite, Inc. [ EB ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/24/2018 | ||||||||||||||||||||||||||
| 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 | ||||||
| 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 | ||||||||
| Stock Option (Right to Buy) | $3.16 | 09/24/2018 | J(1) | 50,000 | (2) | 11/09/2021 | Common Stock | 50,000 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $3.16 | 09/24/2018 | J(1) | 50,000 | (2) | 11/09/2021 | Class B Common Stock(1)(3) | 50,000 | $0.00 | 50,000 | D | ||||
| Stock Option (Right to Buy) | $2.1 | 09/24/2018 | J(1) | 166,540 | (4) | 03/20/2022 | Common Stock | 166,540 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $2.1 | 09/24/2018 | J(1) | 166,540 | (4) | 03/20/2022 | Class B Common Stock(1)(3) | 166,540 | $0.00 | 166,540 | D | ||||
| Stock Option (Right to Buy) | $2.41 | 09/24/2018 | J(1) | 270,000 | (5) | 02/27/2023 | Common Stock | 270,000 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $2.41 | 09/24/2018 | J(1) | 270,000 | (5) | 02/27/2023 | Class B Common Stock(1)(3) | 270,000 | $0.00 | 270,000 | D | ||||
| Stock Option (Right to Buy) | $5.8 | 09/24/2018 | J(1) | 30,000 | (6) | 05/27/2024 | Common Stock | 30,000 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $5.8 | 09/24/2018 | J(1) | 30,000 | (6) | 05/27/2024 | Class B Common Stock(1)(3) | 30,000 | $0.00 | 30,000 | D | ||||
| Stock Option (Right to Buy) | $6.65 | 09/24/2018 | J(1) | 20,000 | (7) | 05/06/2025 | Common Stock | 20,000 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $6.65 | 09/24/2018 | J(1) | 20,000 | (7) | 05/06/2025 | Class B Common Stock(1)(3) | 20,000 | $0.00 | 20,000 | D | ||||
| Stock Option (Right to Buy) | $7.69 | 09/24/2018 | J(1) | 85,410 | (8) | 02/10/2026 | Common Stock | 85,410 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $7.69 | 09/24/2018 | J(1) | 85,410 | (8) | 02/10/2026 | Class B Common Stock(1)(3) | 85,410 | $0.00 | 85,410 | D | ||||
| Stock Option (Right to Buy) | $6.79 | 09/24/2018 | J(1) | 50,000 | (9) | 05/22/2027 | Common Stock | 50,000 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $6.79 | 09/24/2018 | J(1) | 50,000 | (9) | 05/22/2027 | Class B Common Stock(1)(3) | 50,000 | $0.00 | 50,000 | D | ||||
| Restricted Stock Units | (10) | 09/24/2018 | J(1) | 45,000 | (11) | 05/10/2025 | Common Stock | 45,000 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (10) | 09/24/2018 | J(1) | 45,000 | (11) | 05/10/2025 | Class B Common Stock(1)(3) | 45,000 | $0.00 | 45,000 | D | ||||
| Explanation of Responses: |
| 1. Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into common stock, each share of common stock was reclassified into one share of Class B common stock in an exempt transaction pursuant to Rule 16b-7 |
| 2. The stock option vested and became exercisable with respect to 25% of the shares on November 1, 2012 and thereafter in 36 additional monthly installments through November 1, 2015. |
| 3. Each share of common stock will be reclassified into one share of Class B common stock immediately prior to the completion of the Issuer's initial public offering of Class A common stock. |
| 4. The stock option vested and became exercisable with respect to 25% of the shares on March 2, 2013 and thereafter in 36 additional monthly installments through March 2, 2016. |
| 5. The stock option was immediately exercisable as of the date of grant subject to a repurchase right in favor of the company and vested in 48 equal monthly installments from February 13, 2013 to February 13, 2017. |
| 6. The stock option vested and became exercisable in 48 equal monthly installments from May 1, 2014 through May 1, 2018. |
| 7. The stock option vests and becomes exercisable in 48 equal monthly installments from May 1, 2015 through May 1, 2019, subject to the Reporting Person's continued service to the Issuer. |
| 8. The stock option vests and becomes exercisable in 48 equal monthly installments from February 11, 2016 through February 11, 2020, subject to the Reporting Person's continued service to the Issuer. |
| 9. The stock option vests and becomes exercisable in 48 equal monthly installments from May 1, 2017 through May 1, 2021, subject to the Reporting Person's continued service to the Issuer. |
| 10. Each restricted stock unit is convertible into one share of Class B common stock. |
| 11. The restricted stock units are subject to time-based and performance-based vesting conditions. The time-based vesting conditions lapse in sixteen equal quarterly installments from May 31, 2018 through May 31, 2022, and the performance-based vesting conditions will lapse upon the closing of the Issuer's initial public offering of common stock, subject in each case to the Reporting Person's continued service to the Issuer. |
| Remarks: |
| /s/ Samantha Harnett, attorney-in-fact of the Reporting Person | 09/25/2018 | |
| ** 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 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. | ||