SEC Form 4 · accession 0000903423-16-001283
e.l.f. Beauty, Inc. · ELF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
David Bonderman
10% Owner
James G Coulter
10% Owner
TPG Growth II Advisors, Inc.
10% Owner
Period of report
Sep 27, 2016
Accepted (ET)
Sep 29, 2016 · 4:33 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001600033
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3,F1,F5,F6,F7 | Sep 27, 2016 | C | 23,412,643 | — | A | 23,429,980 | I | See Explanation of Responses |
| Common StockF4,F1,F5,F6,F7 | Sep 27, 2016 | S | 4,125,432 | $15.81 | D | 19,304,548 | I | See Explanation of Responses |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Preferred StockF3,F1,F2,F5,F6,F7 | — | Sep 27, 2016 | C | 84,828 | D | — | — | Common Stock | 23,412,643 | 0 | I |
Explanation of responses
- F1David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG elf Holdings, L.P. ("TPG elf Holdings"), which directly holds 19,304,548 shares of common stock ("Common Stock") of e.l.f. Beauty, Inc. (the "Issuer").
- F2On September 27, 2016, the 84,828.419 shares of preferred stock ("Preferred Stock") of the Issuer held by TPG elf Holdings mandatorily converted into 23,412,643 shares of Common Stock.
- F3Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended, the shares of Preferred Stock had been convertible, at the option of the holder, at any time into shares of Common Stock at an initial conversion rate equal to 100 shares of Common Stock per one share of Preferred Stock. The initial conversion rate was adjusted as a result of a 1-for-2.76 stock split of the Common Stock.
- F4The price represents the public offering price of $17.00 per share of Common Stock less the underwriters' discount of $1.19 per share of Common Stock.
- F5Because of the relationship between the Reporting Persons and TPG elf Holdings, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG elf Holdings. Each Reporting Person and TPG elf Holdings disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG elf Holdings's pecuniary interest therein, if any.
- F6TPG elf Holdings has entered into an Amended and Restated Stockholders Agreement, dated as of September 21, 2016 (the "Stockholders Agreement"), with certain other holders (the "Holders") of shares of Common Stock. Because of the relationship between TPG elf Holdings and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the shares of Common Stock held in the aggregate by the Holders. Each Reporting Person and TPG elf Holdings disclaims beneficial ownership of shares of Common Stock held by the Holders.
- F7Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Remarks
(8) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (9) Clive Bode is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission.