SEC Form 4 · accession 0001140361-16-080849
e.l.f. Beauty, Inc. · ELF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph A. Shamah
Director · 10% Owner
Period of report
Sep 27, 2016
Accepted (ET)
Sep 27, 2016 · 6:40 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 Stock, $0.01 par valueF1,F2 | Sep 27, 2016 | C | 8,273,873 | — | A | 8,279,999 | I | By J.A. Cosmetics Corp. |
| Common Stock, $0.01 par valueF2 | Sep 27, 2016 | S | 1,457,901 | $15.81 | D | 6,822,098 | I | By J.A. Cosmetics Corp. |
| Common Stock, $0.01 par value | holding | — | — | — | 86,112 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible Preferred Stock, $0.01 par valueF1,F2,F4,F5 | — | Sep 27, 2016 | C | 29,978 | D | — | — | Common Stock | 8,273,873 | 0 | I |
Explanation of responses
- F1The shares of the Issuer's Convertible Preferred Stock automatically converted into shares of the Issuer's Common Stock, for no additional consideration, on a 1:276 basis immediately prior to the consummation of the Issuer's initial public offering.
- F2Represents shares of the Issuer's Convertible Preferred Stock or Common Stock held directly by J.A. Cosmetics Corp. The Reporting Person is an officer, director and stockholder of J.A. Cosmetics Corp. The Reporting Person disclaims beneficial ownership of the shares held by J.A. Cosmetics Corp. except to the extent of his pecuniary interest therein.
- F3The shares were sold directly to the underwriters of the Issuer's initial public offering upon the closing of the aforementioned transaction.
- F4The securities are immediately convertible.
- F5The expiration date is not relevant to the conversion of these securities.