| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Eventbrite, Inc. [ EB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/07/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 08/07/2023 | C(4) | 172,543 | A | $0.00 | 172,543 | I | By Sequoia Capital U.S. Growth Fund VII, L.P.(2)(3) | ||
| Class A Common Stock | 08/07/2023 | C(4) | 16,037 | A | $0.00 | 16,037 | I | By Sequoia Capital U.S. Growth VII Principals Fund, L.P.(2)(3) | ||
| Class A Common Stock | 08/07/2023 | C(4) | 1,502,245 | A | $0.00 | 1,502,245 | I | By Sequoia Capital U.S. Venture 2010 Fund, L.P.(2)(3) | ||
| Class A Common Stock | 08/07/2023 | C(4) | 235,707 | A | $0.00 | 235,707 | I | By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P.(2)(3) | ||
| Class A Common Stock | 08/07/2023 | C(4) | 47,589 | A | $0.00 | 47,589 | I | By Sequoia Capital U.S. Venture 2010 Partners Fund, L.P.(2)(3) | ||
| Class A Common Stock | 08/07/2023 | J(1) | 172,543 | D | $0.00 | 0 | I | By Sequoia Capital U.S. Growth Fund VII, L.P.(2)(3) | ||
| Class A Common Stock | 08/07/2023 | J(1) | 16,037 | D | $0.00 | 0 | I | By Sequoia Capital U.S. Growth VII Principals Fund, L.P.(2)(3) | ||
| Class A Common Stock | 08/07/2023 | J(1) | 1,502,245 | D | $0.00 | 0 | I | By Sequoia Capital U.S. Venture 2010 Fund, L.P.(2)(3) | ||
| Class A Common Stock | 08/07/2023 | J(1) | 235,707 | D | $0.00 | 0 | I | By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P.(2)(3) | ||
| Class A Common Stock | 08/07/2023 | J(1) | 47,589 | D | $0.00 | 0 | I | By Sequoia Capital U.S. Venture 2010 Partners Fund, L.P.(2)(3) | ||
| Class A Common Stock | 08/07/2023 | J(1) | 146,968 | D | $0.00 | 367,417 | I | By Sequoia Grove II, LLC(5) | ||
| Class A Common Stock | 32,746 | I | By Sequoia Capital U.S. Venture 2010-Seed Fund, L.P.(2)(3) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (4) | 08/07/2023 | C(4) | 172,543 | (4) | (4) | Class A Common Stock | 172,543 | $0.00 | 431,359 | I | By Sequoia Capital U.S. Growth Fund VII, L.P.(2)(3) | |||
| Class B Common Stock | (4) | 08/07/2023 | C(4) | 16,037 | (4) | (4) | Class A Common Stock | 16,037 | $0.00 | 40,093 | I | By Sequoia Capital U.S. Growth VII Principals Fund, L.P.(2)(3) | |||
| Class B Common Stock | (4) | 08/07/2023 | C(4) | 1,502,245 | (4) | (4) | Class A Common Stock | 1,502,245 | $0.00 | 3,755,613 | I | By Sequoia Capital U.S. Venture 2010 Fund, L.P.(2)(3) | |||
| Class B Common Stock | (4) | 08/07/2023 | C(4) | 235,707 | (4) | (4) | Class A Common Stock | 235,707 | $0.00 | 589,268 | I | By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P.(2)(3) | |||
| Class B Common Stock | (4) | 08/07/2023 | C(4) | 47,589 | (4) | (4) | Class A Common Stock | 47,589 | $0.00 | 118,972 | I | By Sequoia Capital U.S. Venture 2010 Partners Fund, L.P.(2)(3) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Represents a pro rata in-kind distribution for no consideration of Class A Common Stock of the Issuer to partners or members of the applicable fund and includes subsequent distributions by general partners or managing members to their respective partners or members. |
| 2. SC US (TTGP), Ltd. is the general partner of SC U.S. Venture 2010 Management, L.P., which is the general partner of each of Sequoia Capital U.S. Venture 2010 Fund, L.P., Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P., Sequoia Capital U.S. Venture 2010 Partners Fund, L.P. and Sequoia Capital U.S. Venture 2010-Seed Fund, L.P., or collectively, the SC 2010 Funds. SC US (TTGP), Ltd. is the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, L.P. and Sequoia Capital U.S. Growth VII Principals Fund, L.P., or collectively, the SC USGF VII Funds. |
| 3. (Continued from Footnote 2) As a result, SC US (TTGP), Ltd. may be deemed to share beneficial ownership with respect to the shares held by SC 2010 Funds and the SC USGF VII Funds. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. |
| 4. The Issuer's Class B Common Stock is convertible into the Issuer's Class A Common Stock on a one-for-one basis at the Reporting Person's election and has no expiration date. |
| 5. Sequoia Grove Manager, LLC is the manager of Sequoia Grove II, LLC. As a result, Sequoia Grove Manager, LLC may be deemed to share beneficial ownership with respect to the shares held by Sequoia Grove II, LLC. Each of Sequoia Grove Manager, LLC and Sequoia Grove II, LLC disclaims beneficial ownership of the shares held by Sequoia Grove II, LLC except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. |
| Remarks: |
| Form 1 of 2 |
| /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd. | 08/09/2023 | |
| /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture 2010 Management, L.P., the General Partner of Sequoia Capital U.S. Venture 2010 Fund LP | 08/09/2023 | |
| /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture 2010 Management, L.P., the General Partner of Sequoia Capital U.S. Venture 2010 Partners Fund LP | 08/09/2023 | |
| /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture 2010 Management, L.P., the General Partner of Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP | 08/09/2023 | |
| /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture 2010 Management, L.P. | 08/09/2023 | |
| /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P. | 08/09/2023 | |
| /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P., the General Partner of Sequoia Capital U.S. Growth Fund VII, L.P. | 08/09/2023 | |
| /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P., the General Partner of Sequoia Capital U.S. Growth VII Principals Fund, L.P. | 08/09/2023 | |
| /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture 2010 Management, L.P., the General Partner of Sequoia Capital U.S. Venture 2010-Seed Fund, L.P. | 08/09/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||