SEC Form 4 · accession 0000899243-18-025227
Eventbrite, Inc. · EB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Roelof Botha
Director · 10% Owner
Period of report
Sep 24, 2018
Accepted (ET)
Sep 25, 2018 · 8:41 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001475115
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Sep 24, 2018 | A | 2,447 | $0.00 | A | 2,447 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Convertible Preferred StockF6,F7,F4 | — | Sep 24, 2018 | C | 2,052,147 | D | — | — | Class B Common Stock | 2,052,147 | 0 | I |
| Series B Convertible Preferred StockF6,F7,F4 | — | Sep 24, 2018 | C | 225,590 | D | — | — | Class B Common Stock | 225,590 | 0 | I |
| Series B Convertible Preferred StockF6,F7,F4 | — | Sep 24, 2018 | C | 45,536 | D | — | — | Class B Common Stock | 45,536 | 0 | I |
| Series C Convertible Preferred StockF6,F7,F4 | — | Sep 24, 2018 | C | 7,579,548 | D | — | — | Class B Common Stock | 7,579,548 | 0 | I |
| Series C Convertible Preferred StockF6,F7,F4 | — | Sep 24, 2018 | C | 833,209 | D | — | — | Class B Common Stock | 833,209 | 0 | I |
| Series C Convertible Preferred StockF6,F7,F4 | — | Sep 24, 2018 | C | 168,187 | D | — | — | Class B Common Stock | 168,187 | 0 | I |
| Series D Convertible Preferred StockF6,F7,F4 | — | Sep 24, 2018 | C | 515,545 | D | — | — | Class B Common Stock | 515,545 | 0 | I |
| Series D Convertible Preferred StockF6,F7,F4 | — | Sep 24, 2018 | C | 56,673 | D | — | — | Class B Common Stock | 56,673 | 0 | I |
| Series D Convertible Preferred StockF6,F7,F4 | — | Sep 24, 2018 | C | 11,440 | D | — | — | Class B Common Stock | 11,440 | 0 | I |
| Series G Convertible Preferred StockF6,F7,F5 | — | Sep 24, 2018 | C | 539,380 | D | — | — | Class B Common Stock | 576,325 | 0 | I |
| Series G Convertible Preferred StockF6,F7,F5 | — | Sep 24, 2018 | C | 59,022 | D | — | — | Class B Common Stock | 63,064 | 0 | I |
| Series G Convertible Preferred StockF6,F7,F5 | — | Sep 24, 2018 | C | 11,963 | D | — | — | Class B Common Stock | 12,782 | 0 | I |
| Class B Common StockF1,F6,F7,F3 | — | Sep 24, 2018 | J | 10,723,565 | A | — | — | Class A Common Stock | 10,723,565 | 10,723,565 | I |
| Class B Common StockF1,F6,F7,F3 | — | Sep 24, 2018 | J | 1,178,536 | A | — | — | Class A Common Stock | 1,178,536 | 1,178,536 | I |
| Class B Common StockF1,F6,F7,F3 | — | Sep 24, 2018 | J | 237,945 | A | — | — | Class A Common Stock | 237,945 | 237,945 | I |
| Class B Common StockF1,F3,F6,F7 | — | Sep 24, 2018 | J | 1,232,186 | A | — | — | Class A Common Stock | 1,232,186 | 1,232,186 | I |
| Class B Common StockF1,F3,F6,F7 | — | Sep 24, 2018 | J | 80,186 | A | — | — | Class A Common Stock | 80,186 | 80,186 | I |
| Stock Option (Right to Buy)F8 | $23.00 | Sep 24, 2018 | A | 5,645 | A | — | Sep 18, 2028 | Class A Common Stock | 5,645 | 5,645 | D |
Explanation of responses
- F1Immediately 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.
- F2These shares represent restricted stock units (each, an "RSU"). Each RSU represents a contingent right to receive one shares of Class A common stock. 100% of the RSUs vest on the earlier of (i) September 19, 2019 or (ii) the first annual meeting of stockholders of the Issuer, subject to the Reporting Person's continued service to the Issuer.
- F3Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder and has no expiration date. Immediately following the conversion of the Issuer's convertible preferred common stock into common stock and immediately prior to the closing of the Issuer's initial public offering, each such share of common stock issued upon conversion thereof was reclassified into one share of Class B common stock.
- F4Each share of Series B preferred stock, Series C preferred stock and Series D preferred stock automatically converted into common stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering of Class A common stock and has no expiration date or conversion price. Immediately following the conversion of the Issuer's convertible preferred common stock into common stock and immediately prior to the closing of the Issuer's initial public offering, each such share of common stock issued upon conversion thereof was reclassified into one share of Class B common stock.
- F5The Series G preferred stock automatically converted into common stock on a 1:1.0685 basis immediately prior to the closing of the Issuer's initial public offering of Class A common stock and has no expiration date. Immediately following the conversion of the Issuer's Series G preferred stock into common stock and immediately prior to the closing of the Issuer's initial public offering, each such share of common stock issued upon conversion thereof was reclassified into one share of Class B common stock.
- F6The 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. and Sequoia Capital U.S. Venture 2010 Partners 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.
- F7(Continued from Footnote 6) 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.
- F8100% of shares underlying the stock option vests and becomes exercisable on the earlier of (i) September 19, 2019 or (ii) the first annual meeting of stockholders of the Issuer, subject to the Reporting Person's continued service to the Issuer.