SEC Form 4 · accession 0001209191-18-054722
Elastic N.V. · ESTC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott D Sandell
10% Owner
Period of report
Oct 10, 2018
Accepted (ET)
Oct 10, 2018 · 6:33 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 | Oct 10, 2018 | C | 4,155,995 | — | A | 4,155,995 | I | See Note 2 |
| Ordinary SharesF1,F3 | Oct 10, 2018 | C | 1,528,117 | — | A | 1,528,117 | I | See Note 3 |
| Ordinary SharesF4 | holding | — | — | — | 655,522 | I | See Note 4 | |
| Ordinary SharesF5 | holding | — | — | — | 13,864 | I | See Note 5 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Convertible Preference SharesF1,F2 | — | Oct 10, 2018 | C | 4,155,995 | D | — | — | Ordinary Shares | 4,155,995 | 0 | I |
| Series D Convertible Preference SharesF1,F3 | — | Oct 10, 2018 | C | 1,528,117 | D | — | — | Ordinary Shares | 1,528,117 | 0 | I |
Explanation of responses
- F1The Series C Convertible Preference Shares and the 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.
- F2The Reporting Person is a director of NEA 14 GP, LTD, which is the sole general partner of NEA Partners 14, L.P. ("NEA Partners 14"). NEA Partners 14 is the sole general partner of New Enterprise Associates 14, L.P. ("NEA 14"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 14 shares in which the Reporting Person has no pecuniary interest.
- F3The Reporting Person is a manager of NEA 15 GP, LLC, ("NEA 15 GP") which is the sole general partner of NEA Partners 15-OF, L.P. ("NEA Partners 15-OF"). NEA Partners 15-OF is the sole general partner of NEA 15 Opportunity Fund, L.P. ("NEA Opportunity 15"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA Opportunity 15 in which the Reporting Person has no pecuniary interest.
- F4The Reporting Person is a director of NEA 13 GP, LTD, which is the sole general partner of NEA Partners 13, L.P. ("NEA Partners 13"). NEA Partners 13 is the sole general partner of New Enterprise Associates 13, L.P. ("NEA 13"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 13 shares in which the Reporting Person has no pecuniary interest.
- F5The Reporting Person is a director of NEA 13 GP, LTD, which is the sole general partner of NEA Partners 13. NEA Partners 13 is the sole general partner of NEA 13. NEA 13 is the sole member of nea:seed llc, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the nea:seed llc shares in which the Reporting Person has no pecuniary interest.