Statement of Changes in Beneficial Ownership (4)
December 11 2019 - 4:29PM
Edgar (US Regulatory)
FORM 4
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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).
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
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1. Name and Address of Reporting Person
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Volpi Michelangelo |
2. Issuer Name and Ticker or Trading Symbol
Elastic N.V.
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ESTC
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ELASTIC N.V., 800 WEST EL CAMINO REAL, SUITE 350 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/9/2019 |
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(Street)
MOUNTAIN VIEW, CA 94040
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Ordinary Shares | 12/9/2019 | | S | | 302467 (1)(2) | D | $62.6517 (3) | 64206 | I | See footnotes (1)(2)(4)(7) |
| Ordinary Shares | 12/9/2019 | | S | | 64206 (5) | D | $63.2943 (6) | 0 | I | See footnotes (5)(7) |
| Ordinary Shares | | | | | | | | 26810 (8) | D | |
| Ordinary Shares | | | | | | | | 8867 (8) | I | See footnote (9) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Explanation of Responses: |
| (1) | Represents 135,302 shares sold by Index Venture Associates IV Limited ("Index Venture IV GP"), 51,372 shares sold by Index Ventures IV Parallel Entrepreneur Fund (Jersey) LP ("Index Ventures IV Parallel" ), 72,260 shares sold by Index Ventures VI (Jersey) LP ("Index Ventures VI"), 23,634 shares sold by Index Ventures VI Parallel Entrepreneur Fund (Jersey) LP ("Index Ventures VI Parallel") and 19,899 shares sold by Yucca (Jersey) SLP ("Yucca"). Index Venture IV GP is the general partner of Index Ventures IV Parallel and Index Ventures IV (Jersey) LP ("Index Ventures IV"). On December 9, 2019, each of Index Ventures IV and Index Ventures VI distributed to their respective partners for no consideration 656,093 shares (of which 164,023 shares were received by Index Venture IV GP) and 1,358,637 shares (of which 294,067 shares were received by Index Venture Associates VI Limited ("Index Venture VI GP"), the general partner of Index Ventures VI), respectively, |
| (2) | (continued from footnote 1) representing each such partner's pro rata interest in the shares held by Index Ventures IV and Index Ventures VI, respectively. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended. Following these distributions, Index Ventures IV held no shares and Index Ventures VI held 87,599 shares. |
| (3) | These shares were sold in multiple transactions at prices ranging from $62.04 - $63.0275, 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. |
| (4) | Represents 10,905, 15,339, 5,017, 28,721 and 4,224 shares held directly by Index Ventures IV Parallel and, together with Index Ventures IV, Index Ventures VI and Index Ventures VI Parallel, the "Index Funds"), Index Ventures VI, Index Ventures VI Parallel, Index Venture IV GP, Index Venture VI GP and Yucca (Jersey) SLP ("Yucca"). Yucca is an Index co-investment vehicle that is contractually required to mirror the Index Funds' investment in the shares. |
| (5) | Represents 28,721 shares sold by Index Venture IV GP, 10,905 shares sold by Index Ventures IV Parallel, 15,339 shares sold by Index Ventures VI, 5,017 shares sold by Index Ventures VI Parallel and 4,224 shares sold by Yucca. |
| (6) | These shares were sold in multiple transactions at prices ranging from $63.03 - $63.50, 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) | Mr. Volpi is co-president of Index Ventures (US) Inc. which provides certain consultancy services to the Index Funds' affiliates. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| (8) | Represents shares received in the distribution described in footnote (1) above. |
| (9) | These shares are held by The Volpi-Cupal Family Trust. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Volpi Michelangelo
C/O ELASTIC N.V.
800 WEST EL CAMINO REAL, SUITE 350
MOUNTAIN VIEW, CA 94040 | X |
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Signatures
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| /s/ Michael Volpi | | 12/11/2019 |
| **Signature of Reporting Person | Date |
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