Elastic N.V. — Director's Dealing 2019

Jun 15, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Elastic N.V. (ESTC)
CIK: 0001707753
Period of Report: 2019-06-12

Reporting Person: Benchmark Capital Management Co. VII, L.L.C. (10% Owner)
Reporting Person: Benchmark Capital Partners VII, L.P. (10% Owner)
Reporting Person: Benchmark Founders' Fund VII, L.P. (10% Owner)
Reporting Person: Benchmark Founders' Fund VII-B, L.P. (10% Owner)
Reporting Person: Benchmark Capital Partners VII - Annex, L.P. (10% Owner)
Reporting Person: Cohler Matt (10% Owner)
Reporting Person: DUNLEVIE BRUCE (10% Owner)
Reporting Person: GURLEY J WILLIAM (10% Owner)
Reporting Person: HARVEY KEVIN (10% Owner)
Reporting Person: LASKY MITCHELL (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-06-12	Ordinary Shares	J	2786133	$0.00	Disposed	5555117	Indirect
2019-06-12	Ordinary Shares	J	245	$0.00	Acquired	86784	Indirect
2019-06-12	Ordinary Shares	J	120205	$0.00	Acquired	120205	Indirect
2019-06-12	Ordinary Shares	J	133644	$0.00	Acquired	133644	Indirect
2019-06-13	Ordinary Shares	S	8421	$75.408	Disposed	125223	Indirect
2019-06-13	Ordinary Shares	S	53671	$76.5505	Disposed	71552	Indirect
2019-06-13	Ordinary Shares	S	4730	$76.9783	Disposed	66822	Indirect
2019-06-14	Ordinary Shares	S	64801	$74.831	Disposed	2021	Indirect
2019-06-14	Ordinary Shares	S	2021	$75.426	Disposed	0	Indirect
2019-06-12	Ordinary Shares	J	31644	$0.00	Acquired	31644	Indirect
2019-06-13	Ordinary Shares	S	1995	$75.408	Disposed	29649	Indirect
2019-06-13	Ordinary Shares	S	12716	$76.5505	Disposed	16933	Indirect
2019-06-13	Ordinary Shares	S	1121	$76.9783	Disposed	15812	Indirect
2019-06-14	Ordinary Shares	S	15353	$74.831	Disposed	459	Indirect
2019-06-14	Ordinary Shares	S	479	$75.426	Disposed	0	Indirect
2019-06-12	Ordinary Shares	J	15834	$0.00	Acquired	15834	Indirect
2019-06-12	Ordinary Shares	J	116767	$0.00	Acquired	116767	Indirect
2019-06-13	Ordinary Shares	S	615	$75.2892	Disposed	116152	Indirect
2019-06-13	Ordinary Shares	S	5076	$76.4837	Disposed	111076	Indirect
2019-06-13	Ordinary Shares	S	3819	$76.9721	Disposed	107257	Indirect
2019-06-12	Ordinary Shares	J	58052	$0.00	Acquired	67428	Indirect
2019-06-12	Ordinary Shares	J	80444	$0.00	Acquired	207858	Indirect
2019-06-12	Ordinary Shares	J	10555	$0.00	Acquired	10555	Indirect
2019-06-12	Ordinary Shares	J	107257	$0.00	Acquired	107257	Indirect
2019-06-14	Ordinary Shares	G	15000	$0.00	Disposed	92257	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	53282	Indirect

Footnotes

F1: Represents a pro-rata, in-kind distribution by BCP VII and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns.

F2: The shares are held by Benchmark Capital Partners VII, L.P. ("BCP VII"), as nominee for BCP VII, Benchmark Founders' Fund VII, L.P. ("BFF VII"), Benchmark Founders' Fund VII-B, L.P. ("BFF VII-B") and related persons. Benchmark Capital Management Co. VII, L.L.C. ("BCMC VII"), the general partner of each of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole voting and investment power over such shares. Matthew R. Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Mitchell H. Lasky, Steven M. Spurlock and Eric H. Vishria, the managing members of BCMC VII, may be deemed to share voting and investment power over these shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities).

F3: The shares are held by Benchmark Capital Partners VII - Annex, L.P. ("BCP - Annex"). BCMC VII, the general partner of BCP - Annex, may be deemed to have sole voting and investment power over such shares. Messrs. Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky, Spurlock and Vishria, the managing members of BCMC VII, may be deemed to share voting and investment power over these shares beneficially held by BCP - Annex. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities).

F4: Shares are held by Matthew R. Cohler's family trust.

F5: Shares are held by a limited liability company controlled by Matthew R. Cohler.

F6: Shares are held by Bruce W. Dunlevie's family trust.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.78 to $75.77, 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.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.78 to $76.77, 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.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.78 to $77.27, 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.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.38 to $75.36, 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.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.39 to $75.49, 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.

F12: Shares are held by a limited partnership controlled by Bruce W. Dunlevie.

F13: Shares are held by limited partnerships controlled by J. William Gurley.

F14: Shares are held directly by J. William Gurley.

F15: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.78 to $75.54, 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.

F16: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.78 to $76.77, 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.

F17: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.78 to $77.28, 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.

F18: Shares are held by a limited partnership controlled by Kevin R. Harvey.

F19: Shares are held by Kevin R. Harvey's family trust.

F20: Shares are held by a limited partnership controlled by Mitchell H. Lasky.

F21: Shares are held by Mitchell H. Lasky's family trust.