SEC Form 4 · accession 0001209191-19-019318
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
Mar 11, 2019
Accepted (ET)
Mar 13, 2019 · 9:44 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 SharesF2 | Mar 11, 2019 | J | 2,000,000 | $0.00 | D | 9,091,250 | I | See footnote |
| Ordinary SharesF4 | Mar 11, 2019 | J | 90,402 | $0.00 | A | 90,402 | I | See footnote |
| Ordinary SharesF5,F4 | Mar 12, 2019 | S | 348 | $81.0338 | D | 90,054 | I | See footnote |
| Ordinary SharesF6,F4 | Mar 12, 2019 | S | 1,696 | $81.8919 | D | 88,358 | I | See footnote |
| Ordinary SharesF7,F4 | Mar 12, 2019 | S | 957 | $82.9983 | D | 87,401 | I | See footnote |
| Ordinary SharesF8,F4 | Mar 12, 2019 | S | 862 | $83.7499 | D | 86,539 | I | See footnote |
| Ordinary SharesF9 | Mar 11, 2019 | J | 96,010 | $0.00 | A | 96,010 | I | See footnote |
| Ordinary SharesF10,F9 | Mar 12, 2019 | S | 76,100 | $84.0096 | D | 19,910 | I | See footnote |
| Ordinary SharesF11 | Mar 11, 2019 | J | 22,731 | $0.00 | A | 22,731 | I | See footnote |
| Ordinary SharesF10,F11 | Mar 12, 2019 | S | 22,731 | $84.0096 | D | 0 | I | See footnote |
| Ordinary SharesF12 | Mar 11, 2019 | J | 7,576 | $0.00 | A | 7,576 | I | See footnote |
| Ordinary SharesF13,F12 | Mar 12, 2019 | S | 7,576 | $82.60 | D | 0 | I | See footnote |
| Ordinary SharesF14 | Mar 11, 2019 | J | 84,719 | $0.00 | A | 84,719 | I | See footnote |
| Ordinary SharesF5,F14 | Mar 12, 2019 | S | 348 | $81.0338 | D | 84,371 | I | See footnote |
| Ordinary SharesF6,F14 | Mar 12, 2019 | S | 1,696 | $81.8919 | D | 82,675 | I | See footnote |
| Ordinary SharesF7,F14 | Mar 12, 2019 | S | 956 | $82.9983 | D | 81,719 | I | See footnote |
| Ordinary SharesF8,F14 | Mar 12, 2019 | S | 863 | $83.7499 | D | 80,856 | I | See footnote |
| Ordinary SharesF13,F14 | Mar 12, 2019 | S | 80,856 | $82.60 | D | 0 | I | See footnote |
| Ordinary SharesF15 | Mar 11, 2019 | J | 6,819 | $0.00 | A | 6,819 | I | See footnote |
| Ordinary SharesF16 | Mar 11, 2019 | J | 92,654 | $0.00 | A | 92,654 | I | See footnote |
| Ordinary SharesF17 | Mar 11, 2019 | J | 1,894 | $0.00 | A | 1,894 | I | See footnote |
| Ordinary SharesF18,F17 | Mar 12, 2019 | S | 76 | $81.0631 | D | 1,818 | I | See footnote |
| Ordinary SharesF19,F17 | Mar 12, 2019 | S | 347 | $81.8948 | D | 1,471 | I | See footnote |
| Ordinary SharesF20,F17 | Mar 12, 2019 | S | 1,471 | $83.043 | D | 0 | I | See footnote |
| Ordinary SharesF21 | Mar 11, 2019 | J | 82,750 | $0.00 | A | 82,750 | I | See footnote |
| Ordinary SharesF18,F21 | Mar 12, 2019 | S | 3,334 | $81.0631 | D | 79,416 | I | See footnote |
| Ordinary SharesF19,F21 | Mar 12, 2019 | S | 15,143 | $81.8948 | D | 64,273 | I | See footnote |
| Ordinary SharesF20,F21 | Mar 12, 2019 | S | 64,273 | $83.043 | D | 0 | I | See footnote |
| Ordinary SharesF3 | holding | — | — | — | 53,282 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents a pro-rata, in-kind distribution by BCP VII and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns.
- F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.00 to $84.055, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F11Shares are held by a limited partnership controlled by Bruce W. Dunlevie.
- F12Shares are held by limited partnerships controlled by J. William Gurley.
- F13The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.60 to $82.6075, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F14Shares are held directly by J. William Gurley.
- F15Shares are held by a limited partnership controlled by Kevin R. Harvey.
- F16Shares are held by Kevin R. Harvey's family trust.
- F17Shares are held by a limited partnership controlled by Mitchell H. Lasky.
- F18The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.40 to $81.39, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F19The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.40 to $82.38, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F2The 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 H. 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).
- F20The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.41 to $83.26, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F21Shares are held by Mitchell H. Lasky's family trust.
- F3The 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).
- F4Shares are held by Matthew R. Cohler's family trust.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.40 to $81.26, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.40 to $82.37, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.40 to $83.37, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.40 to $84.06, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F9Shares are held by Bruce W. Dunlevie's family trust.
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.