SEC Form 4 · accession 0000903423-17-000265
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
Apr 5, 2017
Accepted (ET)
Apr 7, 2017 · 5:21 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,F1,F3,F4,F5 | Apr 5, 2017 | S | 5,793,720 | $25.8525 | D | 13,510,828 | I | See Explanation of Responses |
Table II — derivative securities
No Table II lines on this filing.
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 13,510,828 shares of common stock ("Common Stock") of e.l.f. Beauty, Inc. (the "Issuer").
- F2The price represents the public offering price of $27.00 per share of Common Stock less the underwriters' discount of $1.1475 per share of Common Stock.
- F3Because 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.
- F4TPG elf Holdings has entered into an Amended and Restated Stockholders Agreement, dated as of September 21, 2016 (as amended, 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.
- F5Pursuant 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
(6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (7) 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.