FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Eventbrite, Inc. [ EB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/19/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 09/19/2018 | M(1) | 391,874 | A | $0.00 | 391,874 | D | |||
Class A Common Stock | 09/19/2018 | F(2) | 391,874 | D | $23 | 0 | D | |||
Class A Common Stock | 09/24/2018 | A(3) | 2,447 | A | $0.00 | 2,447 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Stock | (4) | 09/24/2018 | J(4) | 1,000,000 | (4) | (4) | Class B Common Stock | 1,000,000 | $0.00 | 0 | I | See Footnote(6) | |||
Class B Common Stock(4)(5) | (5) | 09/24/2018 | J(4) | 1,000,000 | (5) | (5) | Class A Common Stock | 1,000,000 | $0.00 | 1,000,000 | I | See Footnote(6) | |||
Common Stock | (4) | 09/24/2018 | J(4) | 3,837,734 | (4) | (4) | Class B Common Stock | 3,837,734 | $0.00 | 0 | I | See Footnote(7) | |||
Class B Common Stock(4)(5) | (5) | 09/24/2018 | J(4) | 3,837,734 | (5) | (5) | Class A Common Stock | 3,837,734 | $0.00 | 3,837,734 | I | See Footnote(7) | |||
Common Stock | (4) | 09/24/2018 | J(4) | 2,627,266 | (4) | (4) | Class B Common Stock | 2,627,266 | $0.00 | 0 | I | See Footnote(8) | |||
Class B Common Stock(4)(5) | (4) | 09/24/2018 | J(4) | 2,627,266 | (5) | (5) | Class A Common Stock | 2,627,266 | $0.00 | 2,627,266 | I | See Footnote(8) | |||
Series A Convertible Preferred Stock | (9) | 09/24/2018 | C | 403,259 | (9) | (9) | Common Stock | 403,259 | $0.00 | 0 | I | See Footnote(7) | |||
Series G Convertible Preferred Stock | (10) | 09/24/2018 | C | 30,518 | (10) | (10) | Common Stock | 32,608 | $0.00 | 0 | I | See Footnote(7) | |||
Class B Common Stock | (5) | 09/24/2018 | J(4) | 403,259 | (5) | (5) | Class A Common Stock | 403,259 | $0.00 | 4,240,993 | I | See Footnote(7) | |||
Class B Common Stock | (5) | 09/24/2018 | J(4) | 32,608 | (5) | (5) | Class A Common Stock | 32,608 | $0.00 | 4,273,601 | I | See Footnote(7) | |||
Stock Option (Right to Buy) | $2.41 | 09/24/2018 | J(4) | 250,000 | (11) | 02/27/2023 | Common Stock | 250,000 | $0.00 | 0 | I | See Footnote(6) | |||
Stock Option (Right to Buy) | $2.41 | 09/24/2018 | J(4) | 250,000 | (11) | 02/27/2023 | Class B Common Stock(4)(5) | 250,000 | $0.00 | 250,000 | I | See Footnote(6) | |||
Stock Option (Right to Buy) | $6.65 | 09/24/2018 | J(4) | 75,000 | (12) | 05/24/2025 | Common Stock | 75,000 | $0.00 | 0 | I | See Footnote(6) | |||
Stock Option (Right to Buy) | $6.65 | 09/24/2018 | J(4) | 75,000 | (12) | 05/24/2025 | Class B Common Stock(4)(5) | 75,000 | $0.00 | 75,000 | I | See Footnote(6) | |||
Stock Option (Right to Buy) | $7.4 | 09/24/2018 | J(4) | 1,552,468 | (13) | 05/18/2026 | Common Stock | 1,552,468 | $0.00 | 0 | I | See Footnote(6) | |||
Stock Option (Right to Buy) | $7.4 | 09/24/2018 | J(4) | 1,552,468 | (13) | 05/18/2026 | Class B Common Stock(4)(5) | 1,552,468 | $0.00 | 1,552,468 | I | See Footnote(6) | |||
Stock Option (Right to Buy) | $13.72 | 09/24/2018 | J(4) | 2,877,468 | (14) | 07/23/2028 | Common Stock | 2,877,468 | $0.00 | 0 | I | See Footnote(6) | |||
Stock Option (Right to Buy) | $13.72 | 09/24/2018 | J(4) | 2,877,468 | (14) | 07/23/2028 | Class B Common Stock(4)(5) | 2,877,468 | $0.00 | 2,877,468 | I | See Footnote(6) | |||
Stock Option (Right to Buy) | $2.41 | 09/24/2018 | J(4) | 1,250,000 | (11) | 02/27/2023 | Common Stock | 1,250,000 | $0.00 | 0 | D | ||||
Stock Option (Right to Buy) | $2.41 | 09/24/2018 | J(4) | 1,250,000 | (11) | 02/27/2023 | Class B Common Stock(5) | 1,250,000 | $0.00 | 1,250,000 | D | ||||
Restricted Stock Units | (15)(16) | 09/19/2018 | M(15) | 802,900 | (15) | 12/31/2024 | Common Stock(4) | 802,900 | $0.00 | 0 | D | ||||
Common Stock(4) | (4) | 09/19/2018 | J(4) | 802,900 | (4) | (4) | Common Stock(4) | 802,900 | $0.00 | 802,900 | D | ||||
Common Stock(4) | (4) | 09/19/2018 | M(15) | 391,874 | (15) | (15) | Class A Common Stock | 391,874 | $0.00 | 411,026 | D | ||||
Class B Common Stock | (5) | 09/24/2018 | J(4) | 411,026 | (5) | (5) | Class A Common Stock | 411,026 | $0.00 | 411,026 | D | ||||
Stock Option (Right to Buy) | $23 | 09/24/2018 | A | 5,645 | (17) | 09/18/2028 | Class A Common Stock | 5,645 | $0.00 | 5,645 | D |
Explanation of Responses: |
1. The restricted stock units (the "RSUs") convert into Class A common stock on a one-for-one basis. |
2. Represents shares that have been withheld by the Issuer to satisfy income tax and withholding and remittance obligations in connection with the net settlement of restricted stock units (RSUs) and does not represent a sale by the Reporting Person. |
3. These shares represent restricted stock units (each, an "RSU"). Each RSU represents a contingent right to receive one share 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. |
4. 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. |
5. 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. |
6. Held by Julia Hartz, who is the Chief Executive Officer of the Issuer and the spouse of the Reporting Person, and as such may be deemed to be beneficially held by the Reporting Person. |
7. The shares are owned by the Kevin Earnest Hartz & Julia D. Hartz TTEES the Hartz Family Revocable Trust Dtd 12/4/08 of which the Reporting Person is a co-trustee. |
8. The shares are owned by The Hartz 2008 Irrevocable Trust, dated September 15, 2008 of which the Reporting Person is a co-trustee. |
9. Each share of Series A preferred stock automatically converted into common stock on a 1:1 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. |
10. Each share of Series G preferred stock automatically converted into common stock on an approximately 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 or conversion price |
11. The stock option was immediately exercisable as of the date of grant subject to a repurchase right in favor of the company and vested in 48 equal monthly installments from February 13, 2013 through February 13, 2017. |
12. The stock option was immediately exercisable as of the date of grant subject to a repurchase right in favor of the company and vests in 48 equal monthly installments from May 1, 2015 through May 1, 2019, subject to Ms. Hartz's continued service to the Issuer. |
13. The stock option was immediately exercisable as of the date of grant subject to a repurchase right in favor of the company and vests in 48 equal monthly installments from May 19, 2016 through May 19, 2020, subject to Ms. Hartz's continued service to the Issuer. |
14. The stock option vests and becomes exercisable in 48 equal monthly installments from May 31, 2018 through May 31, 2022, subject to Ms. Hartz's continued service to the Issuer. |
15. The RSUs vested and settled immediately upon effectiveness of the Issuer's registration statement on Form S-1. |
16. Each restricted stock unit ("RSU") is convertible into one share of Class B common stock. |
17. 100% of shares underlying the stock option vest and become 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. |
Remarks: |
/s/ Samantha Harnett, attorney-in-fact of the Reporting Person | 09/26/2018 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |