SEC Form 3 · accession 0000899243-18-026216
Elastic N.V. · ESTC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Janesh Moorjani
Officer — Chief Financial Officer
Period of report
Oct 4, 2018
Accepted (ET)
Oct 4, 2018 · 5:49 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001707753
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1 | holding | — | — | — | 35,000 | I | See footnote | |
| Ordinary SharesF2 | holding | — | — | — | 35,000 | I | See footnote | |
| Ordinary SharesF3 | holding | — | — | — | 35,000 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F4 | $10.15 | holding | — | — | — | — | Sep 7, 2027 | Ordinary Shares | 602,169 | — | D |
| Employee Stock Option (right to buy)F5 | $13.07 | holding | — | — | — | — | Apr 2, 2028 | Ordinary Shares | 50,000 | — | D |
Explanation of responses
- F1The ordinary shares are held of record by the reporting person as custodian for his elder daughter. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- F2The ordinary shares are held of record by the reporting person as custodian for his younger daughter. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- F3The ordinary shares are held of record by the reporting person as custodian for his son. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- F4The option is subject to an early exercise provision and is immediately exercisable. An option to purchase 707,169 ordinary shares was granted on September 7, 2017 and was exercised in part prior to the date on which the reporting person became subject to Section 16. One-fourth of the ordinary shares subject to the option vested on August 28, 2018 and 1/48th of the ordinary shares subject to the option vest monthly thereafter.
- F5The ordinary shares subject to the option vest in 48 equal monthly installments beginning on November 1, 2019.
Remarks
Exhibit 24 - Power of Attorney Immediately prior to the completion of the Issuer's initial public offering of ordinary shares, the Issuer intends to change its corporate form from a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) into a Dutch public limited company (naamloze vennootschap) and change its corporate name from Elastic B.V. to Elastic N.V.