FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

AMIN TARANG 		2. Issuer Name and Ticker or Trading Symbol

e.l.f. Beauty, Inc. [ ELF ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
See Remarks
(Last)          (First)          (Middle)

C/O E.L.F. BEAUTY, INC., 570 10TH STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/14/2017
(Street)

OAKLAND, CA 94607
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock, $0.01 par value   2/14/2017     A    266600   (1) A $0.00   3053798   (2) D    
Common Stock, $0.01 par value                  623207   (3) I   By Family Trust   (4)
Common Stock, $0.01 par value                  623207   (3) I   By Family Trust   (4)
Common Stock, $0.01 par value                  1513583   (3) I   By Family Trust   (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Option (Right to Buy)   $26.84   2/14/2017     A      213000         (5) 2/14/2027   Common Stock   213000   $0.00   213000   D    

Explanation of Responses:
( 1)  Includes 216,600 Restricted Stock Units ("RSUs"). The reporting person is entitled to receive one (1) share of common stock for each one (1) RSU upon the vesting thereof.
( 2)  Includes 363,161 RSUs.
( 3)  The shares reported herein as held indirectly by the Reporting Person reflect a reallocation of shares held among the Reporting Person's family trusts. Aggregate shares held indirectly by the Reporting Person have not changed.
( 4)  Represents shares of the Issuer's Common Stock held directly by certain family trusts over which the Reporting Person and his spouse each have sole investment and voting power.
( 5)  The option shall vest and become exercisable in three equal tranches on the the thirtieth consecutive trading day that the per share closing trading price of the Issuer's common stock equals or exceeds certain successively higher share price targets, subject to the Reporting Person continuing to provide services to the Issuer as an employee, consultant, director or officer of the Company through the applicable vesting date; provided, however, that in the event a share price target is met on or before November 30, 2017, the shares will vest and become exercisable on the earlier of (a) November 30, 2017 and (b) the termination of Grantee's services to the Company as an employee, consultant, director or officer of the Company.

Remarks:
Chairman and Chief Executive Officer

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
AMIN TARANG
C/O E.L.F. BEAUTY, INC.
570 10TH STREET
OAKLAND, CA 94607 		X
See Remarks

Signatures
/s/ Scott K. Milsten, Attorney-in-Fact for Tarang P. Amin 2/16/2017
** 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 control number.
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