Statement of Changes in Beneficial Ownership (4)
January 28 2020 - 4:44PM
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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Chadwick Jonathan |
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)
1/24/2020 |
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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 | 1/24/2020 | | M | | 6250 | A | $19.87 | 8542 | D | |
| Ordinary Shares | 1/24/2020 | | S(1) | | 3850 | D | $66.715 (2) | 4692 | D | |
| Ordinary Shares | 1/24/2020 | | S(1) | | 1400 | D | $68.1847 (3) | 3292 | D | |
| Ordinary Shares | 1/24/2020 | | S(1) | | 1000 | D | $69.3015 (4) | 2292 | D | |
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 |
| Stock Option (right to buy) | $19.87 | 1/24/2020 | | M | | | 6250 | (5) | 8/17/2028 | Ordinary Shares | 6250 | $0.00 | 193750 | D | |
| Explanation of Responses: |
| (1) | The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 9, 2019. |
| (2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.35 to $67.30, 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 ranges set forth in footnotes (2), (3) and (4) to this Form 4. |
| (3) | The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $67.84 to $68.81, inclusive. |
| (4) | The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $69.03 to $69.57, inclusive. |
| (5) | The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the ordinary shares subject to the option vested on August 14, 2019 and 1/48th of the ordinary shares vest monthly thereafter. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Chadwick Jonathan
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/ W.H. Baird Garrett, by power of attorney | | 1/27/2020 |
| **Signature of Reporting Person | Date |
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