0001209191-19-021062.txt : 20190322 0001209191-19-021062.hdr.sgml : 20190322 20190322175147 ACCESSION NUMBER: 0001209191-19-021062 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190311 FILED AS OF DATE: 20190322 DATE AS OF CHANGE: 20190322 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Benchmark Capital Management Co. VII, L.L.C. CENTRAL INDEX KEY: 0001611050 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38675 FILM NUMBER: 19700865 BUSINESS ADDRESS: STREET 1: 2965 WOODSIDE ROAD CITY: WOODSIDE STATE: CA ZIP: 94062 BUSINESS PHONE: 650-854-8180 MAIL ADDRESS: STREET 1: 2965 WOODSIDE ROAD CITY: WOODSIDE STATE: CA ZIP: 94062 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Benchmark Capital Partners VII, L.P. CENTRAL INDEX KEY: 0001507669 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38675 FILM NUMBER: 19700866 BUSINESS ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650.854.8180 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Benchmark Founders' Fund VII, L.P. CENTRAL INDEX KEY: 0001507661 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38675 FILM NUMBER: 19700867 BUSINESS ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650.854.8180 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Benchmark Founders' Fund VII-B, L.P. CENTRAL INDEX KEY: 0001507670 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38675 FILM NUMBER: 19700868 BUSINESS ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650.854.8180 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Benchmark Capital Partners VII - Annex, L.P. CENTRAL INDEX KEY: 0001663528 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38675 FILM NUMBER: 19700869 BUSINESS ADDRESS: STREET 1: 2965 WOODSIDE ROAD CITY: WOODSIDE STATE: CA ZIP: 94062 BUSINESS PHONE: (650) 854-8180 MAIL ADDRESS: STREET 1: 2965 WOODSIDE ROAD CITY: WOODSIDE STATE: CA ZIP: 94062 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cohler Matt CENTRAL INDEX KEY: 0001572685 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38675 FILM NUMBER: 19700870 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DUNLEVIE BRUCE CENTRAL INDEX KEY: 0001190211 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38675 FILM NUMBER: 19700871 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GURLEY J WILLIAM CENTRAL INDEX KEY: 0001190191 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38675 FILM NUMBER: 19700872 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARVEY KEVIN CENTRAL INDEX KEY: 0001190213 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38675 FILM NUMBER: 19700873 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LASKY MITCHELL CENTRAL INDEX KEY: 0001091435 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38675 FILM NUMBER: 19700874 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: STE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Elastic N.V. CENTRAL INDEX KEY: 0001707753 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 0430 BUSINESS ADDRESS: STREET 1: KEIZERSGRACHT 281 CITY: AMSTERDAM STATE: P7 ZIP: 1016 ED BUSINESS PHONE: (650) 458-2620 MAIL ADDRESS: STREET 1: 800 WEST EL CAMINO REAL SUITE 350 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94040 FORMER COMPANY: FORMER CONFORMED NAME: Elastic B.V. DATE OF NAME CHANGE: 20180612 FORMER COMPANY: FORMER CONFORMED NAME: Elasticsearch Global BV DATE OF NAME CHANGE: 20170605 FORMER COMPANY: FORMER CONFORMED NAME: ELasticsearch Global BV DATE OF NAME CHANGE: 20170526 4/A 1 doc4a.xml FORM 4/A SUBMISSION X0306 4/A 2019-03-11 2019-03-13 0 0001707753 Elastic N.V. ESTC 0001611050 Benchmark Capital Management Co. VII, L.L.C. C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001507669 Benchmark Capital Partners VII, L.P. C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001507661 Benchmark Founders' Fund VII, L.P. C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001507670 Benchmark Founders' Fund VII-B, L.P. C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001663528 Benchmark Capital Partners VII - Annex, L.P. C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001572685 Cohler Matt C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190211 DUNLEVIE BRUCE C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190191 GURLEY J WILLIAM C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190213 HARVEY KEVIN C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001091435 LASKY MITCHELL C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 Ordinary Shares 9091250 I See footnote Ordinary Shares 53282 I See footnote Ordinary Shares 2019-03-11 4 J 0 86539 0.00 A 86539 I See footnote Ordinary Shares 2019-03-11 4 J 0 87690 0.00 A 87690 I See footnote Ordinary Shares 2019-03-12 4 S 0 615 81.0338 D 87075 I See footnote Ordinary Shares 2019-03-12 4 S 0 3001 81.8919 D 84074 I See footnote Ordinary Shares 2019-03-12 4 S 0 1692 82.9983 D 82382 I See footnote Ordinary Shares 2019-03-12 4 S 0 1526 83.7499 D 80856 I See footnote Ordinary Shares 2019-03-12 4 S 0 80856 82.60 D 0 I See footnote 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). 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). 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. Shares are held by Matthew R. Cohler's family trust. Shares are held directly by J. William Gurley. 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. 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. 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. 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. 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. This amended Form 4 is filed to reflect an adjustment (i) from 90,402 to 86,539 shares for the number of shares received indirectly by Mr. Cohler, (ii) from 3,863 to 0 shares for the number of shares sold by Mr. Cohler, (iii) from 84,719 to 87,690 shares for the number of shares received directly by Mr. Gurley, and (iv) from 84,719 shares to 87,690 shares sold by Mr. Gurley. 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). /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C. 2019-03-22 /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Capital Partners VII, L.P. 2019-03-22 /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Founders' Fund VII, L.P. 2019-03-22 /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Founders' Fund VII-B, L.P. 2019-03-22 /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Capital Partners VII - Annex, L.P. 2019-03-22 /s/ Steven M. Spurlock, by power of attorney for Matthew R. Cohler 2019-03-22 /s/ Steven M. Spurlock, by power of attorney for Bruce W. Dunlevie 2019-03-22 /s/ Steven M. Spurlock, by power of attorney for J. William Gurley 2019-03-22 /s/ Steven M. Spurlock, by power of attorney for Kevin R. Harvey 2019-03-22 /s/ Steven M. Spurlock, by power of attorney for Mitchell H. Lasky 2019-03-22