Elastic N.V. — Director's Dealing 2019

Mar 22, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Elastic N.V. (ESTC)
CIK: 0001707753
Period of Report: 2019-03-20

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
2019-03-20	Ordinary Shares	J	750000	$0.00	Disposed	8341250	Indirect
2019-03-20	Ordinary Shares	J	32471	$0.00	Acquired	119010	Indirect
2019-03-20	Ordinary Shares	J	36021	$0.00	Acquired	56021	Indirect
2019-03-21	Ordinary Shares	S	19084	$88.3434	Disposed	36937	Indirect
2019-03-21	Ordinary Shares	S	16937	$88.7643	Disposed	20000	Indirect
2019-03-20	Ordinary Shares	J	8523	$0.00	Acquired	8523	Indirect
2019-03-21	Ordinary Shares	S	4516	$88.3434	Disposed	4007	Indirect
2019-03-21	Ordinary Shares	S	4007	$88.7643	Disposed	0	Indirect
2019-03-20	Ordinary Shares	J	2482	$0.00	Acquired	2482	Indirect
2019-03-21	Ordinary Shares	S	2482	$90.2516	Disposed	0	Indirect
2019-03-20	Ordinary Shares	J	32904	$0.00	Acquired	32904	Indirect
2019-03-21	Ordinary Shares	S	1385	$88.6303	Disposed	31519	Indirect
2019-03-21	Ordinary Shares	S	1180	$89.13	Disposed	30339	Indirect
2019-03-21	Ordinary Shares	S	30339	$90.2516	Disposed	0	Indirect
2019-03-20	Ordinary Shares	J	2557	$0.00	Acquired	9376	Indirect
2019-03-20	Ordinary Shares	J	34760	$0.00	Acquired	127414	Indirect
2019-03-20	Ordinary Shares	J	710	$0.00	Acquired	710	Indirect
2019-03-21	Ordinary Shares	S	710	$88.5752	Disposed	0	Indirect
2019-03-20	Ordinary Shares	J	31049	$0.00	Acquired	31049	Indirect
2019-03-21	Ordinary Shares	S	31049	$88.5752	Disposed	0	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 Bruce W. Dunlevie's family trust.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.575 to $88.57, 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.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.575 to $89.16, 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: Shares are held by a limited partnership controlled by Bruce W. Dunlevie.

F9: Shares are held by limited partnerships controlled by J. William Gurley.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.20 to $90.39, 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: Shares are held directly by J. William Gurley.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.01 to $88.995, 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.

F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.02 to $89.26, 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.

F14: Shares are held by a limited partnership controlled by Kevin R. Harvey.

F15: Shares are held by Kevin R. Harvey's family trust.

F16: Shares are held by a limited partnership controlled by Mitchell H. Lasky.

F17: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.50 to $89.16, 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 Mitchell H. Lasky's family trust.