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CUSIP
No. 26856L103
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13G
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Page
2 of 9
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1
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NAME
OF REPORTING PERSON
TPG
Growth II Advisors, Inc.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) ☐
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE
VOTING POWER
- 0 -
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6
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SHARED
VOTING POWER
3,676,418 (See
Item 2(a))
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7
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SOLE
DISPOSITIVE POWER
-
0 -
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8
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SHARED
DISPOSITIVE POWER
3,676,418
(See Item 2(a))
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,676,418
(See Item 2(a))
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.4%
(1)
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12
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TYPE
OF REPORTING PERSON
CO
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(1)
The calculation assumes that there is a total of 49,958,125 shares of Common Stock (as defined below) outstanding as of January 31,
2020, as reported on the Issuer’s (as defined below) Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission (the “Commission”) on February 6, 2020.
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CUSIP
No. 26856L103
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13G
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Page
3 of 9
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1
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NAME
OF REPORTING PERSON
David
Bonderman
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) ☐
|
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3
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SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
- 0 -
|
|
6
|
SHARED
VOTING POWER
3,676,418 (See
Item 2(a))
|
|
7
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SOLE
DISPOSITIVE POWER
-
0 -
|
|
8
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SHARED
DISPOSITIVE POWER
3,676,418
(See Item 2(a))
|
|
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,676,418
(See Item 2(a))
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.4%
(2)
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12
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TYPE
OF REPORTING PERSON
IN
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(2)
The calculation assumes that there is a total of 49,958,125 shares of Common Stock outstanding as of January 31, 2020, as
reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on February 6, 2020.
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CUSIP
No. 26856L103
|
13G
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Page
4 of 9
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1
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NAME
OF REPORTING PERSON
James
G. Coulter
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) ☐
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
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SOLE
VOTING POWER
- 0 -
|
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6
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SHARED
VOTING POWER
3,676,418 (See
Item 2(a))
|
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7
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SOLE
DISPOSITIVE POWER
-
0 -
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8
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SHARED
DISPOSITIVE POWER
3,676,418
(See Item 2(a))
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,676,418
(See Item 2(a))
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|
10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.4%
(3)
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12
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TYPE
OF REPORTING PERSON
IN
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(3)
The calculation assumes that there is a total of 49,958,125 shares of Common Stock outstanding as of January 31, 2020, as
reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on February 6, 2020.
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Item
1
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(a).
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Name
of Issuer:
e.l.f.
Beauty, Inc. (the “Issuer”)
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Item
1
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(b).
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Address
of Issuer’s Principal Executive Offices:
570
10th Street
Oakland,
California 94607
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Item
2
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(a).
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Name
of Person Filing:
This
Amendment No. 2 to Schedule 13G is being filed jointly by TPG Growth II Advisors, Inc., a Delaware corporation (“Growth
II Advisors”), David Bonderman and James G. Coulter (each, a “Reporting Person” and, together, the
“Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance
with Rule 13d-1(k)(1) under the Act.
Growth
II Advisors is the general partner of TPG elf Holdings, L.P. (“TPG elf Holdings”), which directly holds 3,676,418
shares of Common Stock.
Because
of Growth II Advisors’ relationship to TPG elf Holdings, Growth II Advisors may be deemed to beneficially own the shares
of Common Stock directly held by TPG elf Holdings.
David
Bonderman and James G. Coulter are sole shareholders of Growth II Advisors and may therefore be deemed to beneficially own the
shares of Common Stock held by TPG elf Holdings. Messrs. Bonderman and Coulter disclaim beneficial ownership of the shares
of Common Stock held by TPG elf Holdings except to the extent of their pecuniary interest therein.
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Item
2
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(b).
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Address
of Principal Business Office or, if none, Residence:
The
principal business address of each of the Reporting Persons is as follows:
c/o
TPG Global, LLC
301
Commerce Street, Suite 3300
Fort
Worth, Texas 76102
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Item
2
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(c).
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Citizenship:
See
responses to Item 4 on each cover page.
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Item
2
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(d).
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Title
of Class of Securities:
Common
Stock, $0.01 par value (“Common Stock”)
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Item
2
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(e).
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CUSIP
Number:
26856L103
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Item
3.
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If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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☐
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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☐
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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☐
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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☐
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Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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☐
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
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(j)
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☐
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A
non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
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(k)
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☐
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Group,
in accordance with Rule 13d–1(b)(1)(ii)(K).
If
filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________
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(a)
AMOUNT BENEFICIALLY OWNED:
See
responses to Item 9 on each cover page.
(b)
PERCENT OF CLASS:
See
responses to Item 11 on each cover page.
(c)
NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i)
SOLE POWER TO VOTE OR TO DIRECT THE VOTE
See
responses to Item 5 on each cover page.
(ii)
SHARED POWER TO VOTE OR TO DIRECT THE VOTE
See
responses to Item 6 on each cover page.
(iii)
SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
See
responses to Item 7 on each cover page.
(iv)
SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
See
responses to Item 8 on each cover page.
Item
5. Ownership of Five Percent
or Less of a Class
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐
Item
6. Ownership of More than Five
Percent on Behalf of Another Person
Not
Applicable.
Item
7. Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
See
response to Item 2(a) above.
Item
8. Identification and Classification
of Members of the Group
Not
Applicable.
Item
9. Notice of Dissolution
of Group
Not
Applicable.
Item
10. Certifications
Not
Applicable.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
February 13, 2020
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TPG
Growth II Advisors, Inc.
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By:
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Name: Michael
LaGatta
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Title: Vice
President
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David
Bonderman
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By:
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Name: Bradford
Berenson, on behalf of David Bonderman (4)
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James
G. Coulter
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By:
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Name: Bradford
Berenson, on behalf of James G. Coulter (5)
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(4)
Bradford Berenson is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated March 13, 2018,
which was previously filed with the Commission as an exhibit to a Schedule 13G filed by Mr. Bonderman on April 2, 2018 (SEC File
No. 005-90172).
(5)
Bradford Berenson is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated March 13, 2018,
which was previously filed with the Commission as an exhibit to a Schedule 13G filed by Mr. Coulter on April 2, 2018 (SEC File
No. 005-90172).
Exhibit Index
Exhibit 1 Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.*
*Incorporated herein by reference to the Agreement
of Joint Filing by and among TPG Growth II Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 12, 2016,
which was previously filed with the Commission as Exhibit 1 to Schedule 13G filed by TPG Growth Advisors II, Inc., David Bonderman
and James G. Coulter on February 12, 2016.