SEC Form 4 · accession 0000899243-18-026506
Elastic N.V. · ESTC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Mitchell Lasky
10% Owner
J William Gurley
10% Owner
Bruce Dunlevie
10% Owner
Kevin Harvey
10% Owner
Benchmark Founders' Fund VII, L.P.
10% Owner
Benchmark Capital Partners VII, L.P.
10% Owner
Benchmark Founders' Fund VII-B, L.P.
10% Owner
Matt Cohler
10% Owner
Period of report
Oct 10, 2018
Accepted (ET)
Oct 10, 2018 · 6:05 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,F2,F3,F4 | Oct 10, 2018 | C | 11,083,407 | — | A | 11,083,407 | I | See footnote |
| Ordinary SharesF5,F6 | Oct 10, 2018 | C | 61,125 | — | A | 61,125 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preference SharesF4,F1 | — | Oct 10, 2018 | C | 9,881,423 | D | — | — | Ordinary Shares | 9,881,423 | 0 | I |
| Series B Convertible Preference SharesF4,F2 | — | Oct 10, 2018 | C | 786,218 | D | — | — | Ordinary Shares | 786,218 | 0 | I |
| Series C Convertible Preference SharesF4,F3 | — | Oct 10, 2018 | C | 415,766 | D | — | — | Ordinary Shares | 415,766 | 0 | I |
| Series D Convertible Preference SharesF6,F5 | — | Oct 10, 2018 | C | 61,125 | D | — | — | Ordinary Shares | 61,125 | 0 | I |
Explanation of responses
- F1The Series A Convertible Preference Shares automatically converted into Ordinary Shares on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and had no expiration date.
- F2The Series B Convertible Preference Shares automatically converted into Ordinary Shares on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and had no expiration date.
- F3The Series C Convertible Preference Shares automatically converted into Ordinary Shares on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and had no expiration date.
- F4The shares are held by Benchmark Capital Partners VII, L.P. ("BCP VII"), as nominee for BCP VII, Benchmark Founders' Fund VII, L.P. ("BFF VII"), Benchmark Founders' Fund VII-B, L.P. ("BFF VII-B") and related persons. Benchmark Capital Management Co. VII, L.L.C. ("BCMC VII"), the general partner of each of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole voting and investment power over such shares. Matthew R. Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Mitchell H. Lasky, Steven M. Spurlock and Eric Vishria, the managing members of BCMC VII, may be deemed to share voting and investment power over these shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities).
- F5The Series D Convertible Preference Shares automatically converted into Ordinary Shares on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and had no expiration date.
- F6The shares are held by Benchmark Capital Partners VII - Annex, L.P. ("BCP - Annex"). BCMC VII, the general partner of BCP - Annex, may be deemed to have sole voting and investment power over such shares. Messrs. Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky, Spurlock and Vishria, the managing members of BCMC VII, may be deemed to share voting and investment power over these shares beneficially held by BCP - Annex. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities).
Remarks
This report is one of three reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with Benchmark and their applicable members.