SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Befumo Randy

(Last)

(First)

(Middle)

C/O EVENTBRITE, INC.

155 5TH STREET, 7TH FLOOR

(Street)

SAN FRANCISCO

94103

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/19/2018

3. Issuer Name and Ticker or Trading Symbol
Eventbrite, Inc. [ EB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	06/25/2023	Common Stock⁽²⁾	221,900	$5.04	D
Stock Option (Right to Buy)	⁽³⁾	05/27/2024	Common Stock⁽²⁾	200,000	$5.8	D
Stock Option (Right to Buy)	⁽⁴⁾	05/06/2025	Common Stock⁽²⁾	40,000	$6.65	D
Stock Option (Right to Buy)	⁽⁵⁾	02/10/2026	Common Stock⁽²⁾	87,140	$7.69	D
Stock Option (Right to Buy)	⁽⁶⁾	05/22/2027	Common Stock⁽²⁾	130,000	$6.79	D
Restricted Stock Units⁽⁷⁾	⁽⁸⁾	05/11/2025	Common Stock⁽²⁾	55,000	⁽⁷⁾	D
Series G Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock⁽²⁾	48,829	⁽⁹⁾	I	See Footnote⁽¹⁰⁾

Explanation of Responses:

1. The stock option vested and became exercisable with respect to 25% of the shares on May 13, 2014, and vested and became exercisable thereafter in 36 additional monthly installments through May 13, 2017.

2. Each share of common stock will be reclassified into one share of Class B common stock immediately prior to the completion of the Issuer's initial public offering of Class A common stock.

3. The stock option vested and became exercisable in 48 equal monthly installments from May 1, 2014 to May 1, 2018.

4. The stock option will vest and become exercisable in 48 equal monthly installments from May 1, 2015 to May 1, 2019, subject to the Reporting Person's continued service to the Issuer.

5. The stock option will vest and become exercisable in 48 equal monthly installments from February 11, 2016 to February 11, 2020, subject to the Reporting Person's continued service to the Issuer.

6. The stock option will vest and become exercisable in 48 equal monthly installments from May 1, 2017 to May 1, 2021, subject to the Reporting Person's continued service to the Issuer.

7. Each restricted stock unit ("RSU") is convertible into one share of common stock.

8. The RSUs are subject to time-based and performance-based vesting conditions. The time-based vesting conditions lapse in sixteen equal quarterly installments from May 31, 2018 through May 31, 2022, and the performance-based vesting conditions will lapse upon the closing of the Issuer's initial public offering of Class A common stock, subject in each case to the Reporting Person's continued service to the Issuer.

9. The Series G preferred stock automatically converts into common stock on an approximately 1:1.0685 basis immediately prior to the closing of the Issuer's initial public offering of Class A common stock and has no expiration date. Immediately following the conversion of the Issuer's Series G preferred stock into common stock and immediately prior to the closing of the Issuer's initial public offering, each such share of common stock issued upon conversion thereof will be reclassified into one share of Class B common stock.

10. The shares are owned by Millennium Trust Co., LLC Custodian FBO Geoffrey Befumo IRA a/c# xxxx219N5, of which the Reporting Person is a trustee.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Samantha Harnett, attorney-in-fact of the Reporting Person	09/19/2018
	** 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 5 (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.