Eventbrite, Inc. — Director's Dealing 2018

Sep 26, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Eventbrite, Inc. (EB)
CIK: 0001475115
Period of Report: 2018-09-24

Reporting Person: BOTHA ROELOF (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-09-24	Class A Common Stock	A	2447	$0.00	Acquired	2447	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-09-24	Series B Convertible Preferred Stock	$	C	2052147	Disposed		Class B Common Stock (2052147)	Indirect
2018-09-24	Series B Convertible Preferred Stock	$	C	225590	Disposed		Class B Common Stock (225590)	Indirect
2018-09-24	Series B Convertible Preferred Stock	$	C	45536	Disposed		Class B Common Stock (45536)	Indirect
2018-09-24	Series C Convertible Preferred Stock	$	C	7579548	Disposed		Class B Common Stock (7579548)	Indirect
2018-09-24	Series C Convertible Preferred Stock	$	C	833209	Disposed		Class B Common Stock (833209)	Indirect
2018-09-24	Series C Convertible Preferred Stock	$	C	168187	Disposed		Class B Common Stock (168187)	Indirect
2018-09-24	Series D Convertible Preferred Stock	$	C	515545	Disposed		Class B Common Stock (515545)	Indirect
2018-09-24	Series D Convertible Preferred Stock	$	C	56673	Disposed		Class B Common Stock (56673)	Indirect
2018-09-24	Series D Convertible Preferred Stock	$	C	11440	Disposed		Class B Common Stock (11440)	Indirect
2018-09-24	Series G Convertible Preferred Stock	$	C	539380	Disposed		Class B Common Stock (576325)	Indirect
2018-09-24	Series G Convertible Preferred Stock	$	C	59022	Disposed		Class B Common Stock (63064)	Indirect
2018-09-24	Series G Convertible Preferred Stock	$	C	11963	Disposed		Class B Common Stock (12782)	Indirect
2018-09-24	Class B Common Stock	$	J	10723565	Acquired		Class A Common Stock (10723565)	Indirect
2018-09-24	Class B Common Stock	$	J	1178536	Acquired		Class A Common Stock (1178536)	Indirect
2018-09-24	Class B Common Stock	$	J	237945	Acquired		Class A Common Stock (237945)	Indirect
2018-09-24	Class B Common Stock	$	J	1232186	Acquired		Class A Common Stock (1232186)	Indirect
2018-09-24	Class B Common Stock	$	J	80186	Acquired		Class A Common Stock (80186)	Indirect
2018-09-24	Stock Option (Right to Buy)	$23.00	A	5645	Acquired	2028-09-18	Class A Common Stock (5645)	Direct

Footnotes

F1: Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into common stock, each share of common stock was reclassified into one share of Class B common stock in an exempt transaction pursuant to Rule 16b-7.

F2: These shares represent restricted stock units (each, an "RSU"). Each RSU represents a contingent right to receive one shares of Class A common stock. 100% of the RSUs vest on the earlier of (i) September 19, 2019 or (ii) the first annual meeting of stockholders of the Issuer, subject to the Reporting Person's continued service to the Issuer.

F3: Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder and has no expiration date. Immediately following the conversion of the Issuer's convertible preferred common stock into common stock and immediately prior to the closing of the Issuer's initial public offering, each such share of common stock issued upon conversion thereof was reclassified into one share of Class B common stock.

F4: Each share of Series B preferred stock, Series C preferred stock and Series D preferred stock automatically converted into common stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering of Class A common stock and has no expiration date or conversion price. Immediately following the conversion of the Issuer's convertible preferred common stock into common stock and immediately prior to the closing of the Issuer's initial public offering, each such share of common stock issued upon conversion thereof was reclassified into one share of Class B common stock.

F5: The Series G preferred stock automatically converted into common stock on a 1:1.0685 basis immediately prior to the closing of the Issuer's initial public offering of Class A common stock and has no expiration date. Immediately following the conversion of the Issuer's Series G preferred stock into common stock and immediately prior to the closing of the Issuer's initial public offering, each such share of common stock issued upon conversion thereof was reclassified into one share of Class B common stock.

F6: The Reporting Person is a director of SC US (TTGP), Ltd. SC US (TTGP), Ltd. is the general partner of SC U.S. Venture 2010 Management, L.P., which is the general partner of each of Sequoia Capital U.S. Venture 2010 Fund, L.P., Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P. and Sequoia Capital U.S. Venture 2010 Partners Fund, L.P., or collectively, the SC 2010 Funds. SC US (TTGP), Ltd. is the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, L.P. and Sequoia Capital U.S. Growth VII Principals Fund, L.P., or collectively, the SC USGF VII Funds.

F7: (Continued from Footnote 6) The reporting person disclaims beneficial ownership of the securities held by the SC 2010 Funds and SC USGF VII Funds except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

F8: 100% of shares underlying the stock option vests and becomes exercisable on the earlier of (i) September 19, 2019 or (ii) the first annual meeting of stockholders of the Issuer, subject to the Reporting Person's continued service to the Issuer.