S-8 1 eventbrite-formsx82023.htm S-8 Document

As filed with the U.S. Securities and Exchange Commission on February 28, 2023.
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Eventbrite, Inc.
(Exact name of registrant as specified in its charter)
_______________________________

Delaware
(State or other jurisdiction of
incorporation or organization)




14-1888467
(I.R.S. Employer
Identification No.)
535 Mission Street, 8th Floor
San Francisco, California 94105
(Address of Principal Executive Offices) (Zip Code)
_____________________________
Eventbrite, Inc. 2018 Stock Option and Incentive Plan
Eventbrite, Inc. 2018 Employee Stock Purchase Plan
(Full titles of the plans) 
_____________________________

Julia D. Hartz
Chief Executive Officer
Eventbrite, Inc.
535 Mission Street, 8th Floor
San Francisco, California 94105
(Name and address of agent for service) 
_____________________________
(415) 692-7779
(Telephone number, including area code, of agent for service) 
_____________________________

Copies to:
Kathleen Wells
Richard Kim
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025
(650) 328-4600
Julia D. Taylor
Eventbrite, Inc.
535 Mission Street, 8th Floor
San Francisco, California 94105
(415) 692‑7779
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer ☒
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company ¨
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.    ¨
_____________________________







REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement on Form S-8 is being filed by Eventbrite, Inc. (the “Registrant”) to register 4,958,471 additional shares of Class A common stock, par value $0.00001 per share ("Class A Common Stock"), reserved for issuance under the Registrant's 2018 Stock Option and Incentive Plan and 991,694 additional shares of Class A Common Stock, reserved for issuance under the Registrant's 2018 Employee Stock Purchase Plan.

Pursuant to General Instruction E of Form S-8 regarding Registration of Additional Securities, the contents of the Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on September 20, 2018, as amended on September 28, 2018 (File No. 333-227433), March 7, 2019 (File No. 333-230141), March 2, 2020 (File No. 333-236842), March 1, 2021 (File No. 333-253706) and February 18, 2022 (File No. 333-262862) are hereby incorporated by reference in this Registration Statement to the extent not replaced hereby.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of Form S-8 to be contained in the Section 10(a) prospectus is not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Commission. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.    Incorporation of Documents by Reference.
The following documents filed with the Commission by the Registrant are incorporated by reference into this Registration Statement:
(a)
The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on February 28, 2023 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and
(b)
The Registrant’s Current Report on Form 8-K (excluding any portion thereof furnished under Item 2.02 or Item 9.01 of Form 8-K and exhibits accompanying such report related to such items) filed with the Commission on February 28, 2023; and
(c)
The description of the Registrant’s Class A common stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-38658) filed with the Commission on September 17, 2018 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the Registration Statement which indicates that all of the shares registered hereunder have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the


extent that a statement contained herein, or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8.    Exhibits.






SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on February 28, 2023.
EVENTBRITE, INC.

By:     /s/ Julia Hartz                    
Julia Hartz
Chief Executive Officer


POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Julia Hartz, Charles Baker and Julia Taylor, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 of Eventbrite, Inc., and any or all amendments (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.


SignatureTitleDate
/s/ Julia HartzChief Executive Officer and Director
(Principal Executive Officer)		February 28, 2023
Julia Hartz
/s/ Charles BakerChief Financial Officer
(Principal Financial Officer)		February 28, 2023
Charles Baker
/s/ Xiaojing FanChief Accounting Officer
(Principal Accounting Officer)		February 28, 2023
Xiaojing Fan
/s/ Katherine August-deWildeDirectorFebruary 28, 2023
Katherine August-deWilde
/s/ Kevin HartzChairman and DirectorFebruary 28, 2023
Kevin Hartz
/s/ Jane LauderDirectorFebruary 28, 2023
Jane Lauder
/s/ Sean P. MoriartyLead Independent DirectorFebruary 28, 2023
Sean P. Moriarty
/s/ Helen RileyDirectorFebruary 28, 2023
Helen Riley
/s/ Steffan C. TomlinsonDirectorFebruary 28, 2023
Steffan C. Tomlinson
/s/ April UnderwoodDirectorFebruary 28, 2023
April Underwood
/s/ Naomi WheelessDirectorFebruary 28, 2023
Naomi Wheeless