Elastic N.V. — Director's Dealing 2019

Mar 22, 2019

SEC Form 4/A — Form 4/A

Issuer: Elastic N.V. (ESTC)
CIK: 0001707753
Period of Report: 2019-03-11

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
2019-03-11	Ordinary Shares	J	86539	$0.00	Acquired	86539	Indirect
2019-03-11	Ordinary Shares	J	87690	$0.00	Acquired	87690	Indirect
2019-03-12	Ordinary Shares	S	615	$81.0338	Disposed	87075	Indirect
2019-03-12	Ordinary Shares	S	3001	$81.8919	Disposed	84074	Indirect
2019-03-12	Ordinary Shares	S	1692	$82.9983	Disposed	82382	Indirect
2019-03-12	Ordinary Shares	S	1526	$83.7499	Disposed	80856	Indirect
2019-03-12	Ordinary Shares	S	80856	$82.60	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	9091250	Indirect
Ordinary Shares	53282	Indirect

Footnotes

F1: 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).

F2: 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).

F3: Represents a pro-rata, in-kind distribution by Benchmark Capital Partners VII, L.P. ("BCP VII") and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns.

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

F5: Shares are held directly by J. William Gurley.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.40 to $81.26, 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.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.40 to $82.37, 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 $82.40 to $83.37, 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 $83.40 to $84.06, 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 $82.60 to $82.6075, 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.