e.l.f. Beauty, Inc. — Director's Dealing 2017

Feb 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: e.l.f. Beauty, Inc. (ELF)
CIK: 0001600033
Period of Report: 2017-02-14

Reporting Person: AMIN TARANG (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-14	Common Stock, $0.01 par value	A	266600	$0.00	Acquired	3053798	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-14	Stock Option (Right to Buy)	$26.84	A	213000	Acquired	2027-02-14	Common Stock (213000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	623207	Indirect
Common Stock, $0.01 par value	623207	Indirect
Common Stock, $0.01 par value	1513583	Indirect

Footnotes

F1: Includes 216,600 Restricted Stock Units ("RSUs"). The reporting person is entitled to receive one (1) share of common stock for each one (1) RSU upon the vesting thereof.

F2: Includes 363,161 RSUs.

F3: The shares reported herein as held indirectly by the Reporting Person reflect a reallocation of shares held among the Reporting Person's family trusts. Aggregate shares held indirectly by the Reporting Person have not changed.

F4: Represents shares of the Issuer's Common Stock held directly by certain family trusts over which the Reporting Person and his spouse each have sole investment and voting power.

F5: The option shall vest and become exercisable in three equal tranches on the the thirtieth consecutive trading day that the per share closing trading price of the Issuer's common stock equals or exceeds certain successively higher share price targets, subject to the Reporting Person continuing to provide services to the Issuer as an employee, consultant, director or officer of the Company through the applicable vesting date; provided, however, that in the event a share price target is met on or before November 30, 2017, the shares will vest and become exercisable on the earlier of (a) November 30, 2017 and (b) the termination of Grantee's services to the Company as an employee, consultant, director or officer of the Company.