e.l.f. Beauty, Inc. — Director's Dealing 2016

Sep 29, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: e.l.f. Beauty, Inc. (ELF)
CIK: 0001600033
Period of Report: 2016-09-27

Reporting Person: TPG Growth II Advisors, Inc. (10% Owner)
Reporting Person: BONDERMAN DAVID (10% Owner)
Reporting Person: COULTER JAMES G (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-27	Common Stock	C	23412643	—	Acquired	23429980	Indirect
2016-09-27	Common Stock	S	4125432	$15.81	Disposed	19304548	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-27	Preferred Stock	$	C	84828.419	Disposed		Common Stock (23412643)	Indirect

Footnotes

F1: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG elf Holdings, L.P. ("TPG elf Holdings"), which directly holds 19,304,548 shares of common stock ("Common Stock") of e.l.f. Beauty, Inc. (the "Issuer").

F2: On September 27, 2016, the 84,828.419 shares of preferred stock ("Preferred Stock") of the Issuer held by TPG elf Holdings mandatorily converted into 23,412,643 shares of Common Stock.

F3: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended, the shares of Preferred Stock had been convertible, at the option of the holder, at any time into shares of Common Stock at an initial conversion rate equal to 100 shares of Common Stock per one share of Preferred Stock. The initial conversion rate was adjusted as a result of a 1-for-2.76 stock split of the Common Stock.

F4: The price represents the public offering price of $17.00 per share of Common Stock less the underwriters' discount of $1.19 per share of Common Stock.

F5: Because of the relationship between the Reporting Persons and TPG elf Holdings, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG elf Holdings. Each Reporting Person and TPG elf Holdings disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG elf Holdings's pecuniary interest therein, if any.

F6: TPG elf Holdings has entered into an Amended and Restated Stockholders Agreement, dated as of September 21, 2016 (the "Stockholders Agreement"), with certain other holders (the "Holders") of shares of Common Stock. Because of the relationship between TPG elf Holdings and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the shares of Common Stock held in the aggregate by the Holders. Each Reporting Person and TPG elf Holdings disclaims beneficial ownership of shares of Common Stock held by the Holders.

F7: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.