SEC Form 4
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).
1. Name and Address of Reporting Person*
Benchmark Capital Management Co. VII, L.L.C.

(Last) (First) (Middle)
C/O BENCHMARK CAPITAL PARTNERS
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Elastic N.V. [ ESTC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/20/2019
4. 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 Acquired, Disposed of, or Beneficially Owned
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
Ordinary Shares 03/20/2019 J(1) 750,000 D $0.00 8,341,250 I See footnote(2)
Ordinary Shares 53,282 I See footnote(3)
Ordinary Shares 03/20/2019 J(1) 32,471 A $0.00 119,010 I See footnote(4)
Ordinary Shares 03/20/2019 J(1) 36,021 A $0.00 56,021 I See footnote(5)
Ordinary Shares 03/21/2019 S 19,084 D $88.3434(6) 36,937 I See footnote(5)
Ordinary Shares 03/21/2019 S 16,937 D $88.7643(7) 20,000 I See footnote(5)
Ordinary Shares 03/20/2019 J(1) 8,523 A $0.00 8,523 I See footnote(8)
Ordinary Shares 03/21/2019 S 4,516 D $88.3434(6) 4,007 I See footnote(8)
Ordinary Shares 03/21/2019 S 4,007 D $88.7643(7) 0 I See footnote(8)
Ordinary Shares 03/20/2019 J(1) 2,482 A $0.00 2,482 I See footnote(9)
Ordinary Shares 03/21/2019 S 2,482 D $90.2516(10) 0 I See footnote(9)
Ordinary Shares 03/20/2019 J(1) 32,904 A $0.00 32,904 I See footnote(11)
Ordinary Shares 03/21/2019 S 1,385 D $88.6303(12) 31,519 I See footnote(11)
Ordinary Shares 03/21/2019 S 1,180 D $89.13(13) 30,339 I See footnote(11)
Ordinary Shares 03/21/2019 S 30,339 D $90.2516(10) 0 I See footnote(11)
Ordinary Shares 03/20/2019 J(1) 2,557 A $0.00 9,376 I See footnote(14)
Ordinary Shares 03/20/2019 J(1) 34,760 A $0.00 127,414 I See footnote(15)
Ordinary Shares 03/20/2019 J(1) 710 A $0.00 710 I See footnote(16)
Ordinary Shares 03/21/2019 S 710 D $88.5752(17) 0 I See footnote(16)
Ordinary Shares 03/20/2019 J(1) 31,049 A $0.00 31,049 I See footnote(18)
Ordinary Shares 03/21/2019 S 31,049 D $88.5752(17) 0 I See footnote(18)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
1. Name and Address of Reporting Person*
Benchmark Capital Management Co. VII, L.L.C.

(Last) (First) (Middle)
C/O BENCHMARK CAPITAL PARTNERS
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(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*
Benchmark Capital Partners VII, L.P.

(Last) (First) (Middle)
C/O BENCHMARK CAPITAL PARTNERS
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(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*
Benchmark Founders' Fund VII, L.P.

(Last) (First) (Middle)
C/O BENCHMARK CAPITAL PARTNERS
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(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*
Benchmark Founders' Fund VII-B, L.P.

(Last) (First) (Middle)
C/O BENCHMARK CAPITAL PARTNERS
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(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*
Benchmark Capital Partners VII - Annex, L.P.

(Last) (First) (Middle)
C/O BENCHMARK CAPITAL PARTNERS
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(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*
Cohler Matt

(Last) (First) (Middle)
C/O BENCHMARK CAPITAL PARTNERS
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(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*
DUNLEVIE BRUCE

(Last) (First) (Middle)
C/O BENCHMARK CAPITAL PARTNERS
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(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*
GURLEY J WILLIAM

(Last) (First) (Middle)
C/O BENCHMARK CAPITAL PARTNERS
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(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*
HARVEY KEVIN

(Last) (First) (Middle)
C/O BENCHMARK CAPITAL PARTNERS
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(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*
LASKY MITCHELL

(Last) (First) (Middle)
C/O BENCHMARK CAPITAL PARTNERS
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(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. Represents 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.
2. The 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).
3. The 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).
4. Shares are held by Matthew R. Cohler's family trust.
5. Shares are held by Bruce W. Dunlevie's family trust.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.575 to $88.57, 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.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.575 to $89.16, 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.
8. Shares are held by a limited partnership controlled by Bruce W. Dunlevie.
9. Shares are held by limited partnerships controlled by J. William Gurley.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.20 to $90.39, 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.
11. Shares are held directly by J. William Gurley.
12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.01 to $88.995, 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.
13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.02 to $89.26, 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.
14. Shares are held by a limited partnership controlled by Kevin R. Harvey.
15. Shares are held by Kevin R. Harvey's family trust.
16. Shares are held by a limited partnership controlled by Mitchell H. Lasky.
17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.50 to $89.16, 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.
18. Shares are held by Mitchell H. Lasky'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.
/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C. 03/22/2019
/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Capital Partners VII, L.P. 03/22/2019
/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Founders' Fund VII, L.P. 03/22/2019
/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Founders' Fund VII-B, L.P. 03/22/2019
/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Capital Partners VII - Annex, L.P. 03/22/2019
/s/ Steven M. Spurlock, by power of attorney for Matthew R. Cohler 03/22/2019
/s/ Steven M. Spurlock, by power of attorney for Bruce W. Dunlevie 03/22/2019
/s/ Steven M. Spurlock, by power of attorney for J. William Gurley 03/22/2019
/s/ Steven M. Spurlock, by power of attorney for Kevin R. Harvey 03/22/2019
/s/ Steven M. Spurlock, by power of attorney for Mitchell H. Lasky 03/22/2019
** 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 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).
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