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

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1. Name and Address of Reporting Person* Growth Capital Fund I, L.P. (Last) (First) (Middle) 4400 IDS CENTER, 80 SOUTH EIGHTH STREET 80 SOUTH EIGHTH STREET (Street) MINNEAPOLIS MN 55402 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/18/2019	3. Issuer Name and Ticker or Trading Symbol Eventbrite, Inc. [ EB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	(1)	Class A Common Stock	1,630,434	(1)	D(2)

1. Name and Address of Reporting Person* Growth Capital Fund I, L.P. (Last) (First) (Middle) 4400 IDS CENTER, 80 SOUTH EIGHTH STREET 80 SOUTH EIGHTH STREET (Street) MINNEAPOLIS MN 55402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Growth Capital GP I, LLC (Last) (First) (Middle) 4400 IDS CENTER, 80 SOUTH EIGHTH STREET (Street) MINNEAPOLIS MN 55402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. In connection with the Issuer's initial public offering in September 2018, Growth Capital Fund I, L.P. ("GCF") entered into a Conversion Restriction Agreement (the "Agreement") with the Issuer, which restricts GCF's right to convert shares of Class B Common Stock held by it into shares of Class A Common Stock. The Agreement can be terminated by GCF only upon 61 days prior notice. On January 18, 2019, GCF exercised its right to terminate the Agreement, effective March 20, 2019. Upon the termination of the Agreement, the shares of Class B Common Stock held by GCF will be convertible, upon GCF's election, into shares of Class A Common Stock on a one-for-one basis without payment or consideration.

2. These securities are held directly by GCF. Growth Capital GP I, LLC ("GCGP") is the general partner of GCF and may be deemed to beneficially own the securities held by GCF. GCF disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. Voting and investment decisions with respect to the shares held by GCF are made by an investment committee, the members of which are Kelly Flynn, Justin Kelly and Stephanie Simon.

Remarks:

	/s/ Stephanie Simon, Managing Director of Growth Capital GP I, LLC, the General Partner of Growth Capital Fund I, L.P.	01/28/2019
	/s/ Stephanie Simon, Managing Director of Growth Capital GP I, LLC	01/28/2019
	** 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).
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