SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)¹

e.l.f. Beauty, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

26856L103

(CUSIP Number)

MARIO D. CIBELLI

C/O Marathon Partners Equity Management, LLC

One Grand Central Place

60 East 42nd Street, Suite 2306

New York, New York 10165

(212) 490-0399

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 28, 2020

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1

CUSIP No. 26856L103

	1	NAME OF REPORTING PERSON
			Marathon Partners L.P.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			NEW YORK
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,250,000*
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					1,250,000*
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			1,250,000*
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			2.5%*
	14	TYPE OF REPORTING PERSON
			PN

* Includes 100,000 Shares underlying certain call options.

2

CUSIP No. 26856L103

	1	NAME OF REPORTING PERSON
			Marathon Focus Fund L.P.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					160,000*
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					160,000*
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			160,000*
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			Less than 1%*
	14	TYPE OF REPORTING PERSON
			PN

* Includes 10,000 Shares underlying certain call options.

3

CUSIP No. 26856L103

	1	NAME OF REPORTING PERSON
			Marathon Partners LUX Fund, L.P.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					-0-
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,175,000*
PERSON WITH			9	SOLE DISPOSITIVE POWER
					-0-
			10	SHARED DISPOSITIVE POWER
					1,175,000*
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			1,175,000*
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			2.3%*
	14	TYPE OF REPORTING PERSON
			PN

* Includes 125,000 Shares underlying certain call options.

4

CUSIP No. 26856L103

	1	NAME OF REPORTING PERSON
			Cibelli Research & Management, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					-0-
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,335,000*
PERSON WITH			9	SOLE DISPOSITIVE POWER
					-0-
			10	SHARED DISPOSITIVE POWER
					1,335,000*
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			1,335,000*
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			2.7%*
	14	TYPE OF REPORTING PERSON
			OO

* Includes 135,000 Shares underlying certain call options.

5

CUSIP No. 26856L103

	1	NAME OF REPORTING PERSON
			Marathon Partners Equity Management, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					2,585,000*
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					2,585,000*
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			2,585,000*
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			5.2%*
	14	TYPE OF REPORTING PERSON
			IA

* Includes 235,000 Shares underlying certain call options.

6

CUSIP No. 26856L103

	1	NAME OF REPORTING PERSON
			Mario D. Cibelli
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			PF, AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					10,200
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					2,585,000*
PERSON WITH			9	SOLE DISPOSITIVE POWER
					10,200
			10	SHARED DISPOSITIVE POWER
					2,585,000*
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			2,595,200*
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			5.2%*
	14	TYPE OF REPORTING PERSON
			IN

* Includes 235,000 Shares underlying certain call options.

7

CUSIP No. 26856L103

	1	NAME OF REPORTING PERSON
			Beth Birnbaum
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			- 0 -
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			0%
	14	TYPE OF REPORTING PERSON
			IN

8

CUSIP No. 26856L103

	1	NAME OF REPORTING PERSON
			Dhiren Fonseca
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			PF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					5,700
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					5,700
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			5,700
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			Less than 1%
	14	TYPE OF REPORTING PERSON
			IN

9

CUSIP No. 26856L103

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 2. Identity and Background.

Item 2 is hereby amended and restated as follows:

(a) This statement is filed by:

(i) Marathon Partners L.P., a New York limited partnership (“Partners LP”), with respect to the Shares directly and beneficially owned by it;

(ii) Marathon Focus Fund L.P., a Delaware limited partnership (“Focus Fund”), with respect to the Shares directly and beneficially owned by it;

(iii) Marathon Partners LUX Fund, L.P., a Delaware limited partnership (“Lux Fund”), with respect to the Shares directly and beneficially owned by it;

(iv) Cibelli Research & Management, LLC, a Delaware limited liability company (“Cibelli Research”), as the general partner of each of Focus Fund and Lux Fund;

(v) Marathon Partners Equity Management, LLC, a Delaware limited liability company (“Marathon Partners”), as the investment manager of each of Partners LP, Focus Fund and Lux Fund and the general partner of Partners LP; and

(vi) Mario D. Cibelli, as managing member of each of Cibelli Research and Marathon Partners and as a nominee for the Board of Directors of the Issuer (the “Board”);

(vii) Beth Birnbaum, as a nominee for the Board; and

(viii) Dhiren Fonseca, as a nominee for the Board (collectively with Mr. Cibelli and Ms. Birnbaum, the “Nominees”).

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The principal business address of each of Partners LP, Focus Fund, Lux Fund, Cibelli Research, Marathon Partners and Mr. Cibelli (collectively, “Marathon”) is One Grand Central Place, 60 East 42nd Street, Suite 2306, New York, New York 10165. The principal business address of Ms. Birnbaum is 4939 NE Laurelcrest Ln., Seattle, Washington 98105. The principal business address of Mr. Fonseca is c/o Olshan Frome Wolosky LLP, 1325 Avenue of the Americas New York, New York 10019.

(c)       The principal business of each of Partners LP, Focus Fund and Lux Fund is investing in securities. The principal business of Cibelli Research is serving as the general partner to each of Focus Fund and Lux Fund. The principal business of Marathon Partners is acting as the investment manager of Partners LP, Focus Fund and Lux Fund and the general partner of Partners LP. The principal occupation of Mr. Cibelli is serving as the managing member of each of Cibelli Research and Marathon Partners. The principal business of Ms. Birnbaum is serving as a member of the board of directors of public and private companies. The principal business of Mr. Fonseca is serving as an Advisor at Certares LP.

10

CUSIP No. 26856L103

(d)       No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Partners LP is organized under the laws of the State of New York. Each of Focus Fund, Lux Fund, Cibelli Research and Marathon Partners is organized under the laws of the State of Delaware. Each of the Nominees is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated as follows:

The Shares purchased by each of Partners LP, Focus Fund and Lux Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 1,250,000 Shares beneficially owned by Partners LP is approximately $12,640,848, excluding brokerage commissions. The aggregate purchase price of the 160,000 Shares beneficially owned by Focus Fund is approximately $1,459,622, excluding brokerage commissions. The aggregate purchase price of the 1,175,000 Shares beneficially owned by Lux Fund is approximately $13,136,978, excluding brokerage commissions.

The Shares held in Mr. Cibelli’s personal accounts and in the accounts of his family members were purchased in the open market with personal funds. The aggregate purchase price of the 10,200 Shares held in Mr. Cibelli’s personal accounts and in the accounts of his family members is approximately $204,123, excluding brokerage commissions.

The 5,700 Shares beneficially owned by Mr. Fonseca are held in an IRA account for the benefit of his spouse, and Mr. Fonseca has power of attorney to control the disposition or voting of such Shares. The Shares held in an IRA account for the benefit of Mr. Fonseca’s spouse were purchased in the open market with personal funds. The aggregate purchase price of the 5,700 Shares held in such IRA account is approximately $51,808, including brokerage commissions.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On May 28, 2020, Marathon Partners delivered a letter to the Issuer notifying the Issuer of Marathon Partners’ intent to nominate three highly-qualified candidates, Beth Birnbaum, Mario Cibelli and Dhiren Fonseca (the “Nominees”), for election to the Issuer’s board of directors (the “Board”) at the Issuer’s 2020 annual meeting of shareholders (the “Annual Meeting”). Also, on May 28, 2020, Marathon Partners issued a press release (the “Press Release”) expressing its views and concerns regarding the Issuer’s share price underperformance, runaway overhead expenses, excessive executive compensation and corporate governance shortfalls since its IPO in September 2016.

11

CUSIP No. 26856L103

In the Press Release, the Marathon Partners stated its belief that, even though the Issuer has successfully grown both revenues and gross profits for years, the share price has still underperformed all major indices and other relevant consumer peer groups since its IPO. Marathon Partners stated in the Press Release its belief that the Issuer’s lack of discipline in managing overhead expenses has deprived shareholders of profit growth, and therefore, investment returns, despite the Issuer winning incremental shelf space, expanding to new retailer partners and growing internationally. Marathon Partners further stated its view that, given such poor performance, the Issuer should immediately establish a special committee of the Board to explore ways to improve shareholder value, including holding management accountable for its heavy cost structure, lucrative executive compensation and strategic decisions that have not produced benefits for shareholders.

Marathon Partners also stated that it was seeking Board representation and key committee placements to help align management incentives and drive improved performance for shareholders. In particular, the Press Release stated that Marathon Partners’ slate of director candidates intends to clean up corporate governance weaknesses left in place by TPG Growth and its former executive, Bill McGlashan, which include, among other things, adding a say-on-pay resolution in the Issuer’s proxy statement for shareholders to vote on at the Annual Meeting, as well as the elimination of the “evergreen” provision allowing for equity dilution without shareholder approval. Marathon Partners further stated its belief that shareholders deserve a vote on share issuance tied to executive compensation plans.

Mario Cibelli, managing member of Marathon Partners, stated in the Press Release his view that, after nearly two years of constructive engagement with the Issuer’s management team and the Board, Marathon Partners continues to be frustrated by the directors’ willingness to tolerate underperformance while rewarding the Issuer’s senior executive team, despite a lack of profit growth and shareholder returns. Mr. Cibelli stated his belief that, after almost four years of no progress for the Issuer’s public shareholders, it is time for change at the Board level and to begin a process of investigating new ideas for improving shareholder value, and that Marathon Partners’ slate of Nominees would bring fresh perspectives on helping to solve critical shareholder issues. Mr. Cibelli continued by stating that the Nominees strongly believe that expense controls and cost discipline are needed for the Issuer to succeed and gain the confidence of public shareholders and that, although the Issuer’s most recent quarterly top-line results were impressive, a new high water mark has once again been set for overhead expenses.

Mr. Cibelli further stated his view that, from day one in its campaign for change, Marathon Partners sought to be treated as a true partner in the business by the Issuer’s management team and the Board, and that shareholders deserve much greater effort and attention from directors to seek solutions for improving shareholder value. Mr. Cibelli concluded by stating that, if elected, the Nominees would have the ability to enhance outcomes for shareholders through a focus on cost discipline, efficiency of operations, improved executive incentive programs and the pursuit of best practices in corporate governance.

The foregoing description of the Press Release does not purport to be complete and is qualified in its entirety by reference to the full text of the Press Release, which is filed as Exhibit 99.3, and is incorporated herein by reference.

Marathon Partners believes that the Nominees have the qualifications, experience and skill sets necessary to serve as directors of the Issuer, as evidenced by their biographies below.

12

CUSIP No. 26856L103

Beth Birnbaum, age 48, has served on the board of directors of John Wiley & Sons, Inc. (NYSE: JW.A), a scientific research and educational publisher providing online education solutions, since September 2018. Ms. Birnbaum has served as director at Bridge Legal, an automated marketing, intake and payments platform for law firms, since November 2019, Ripl, Inc., a provider of social media marketing tools for small business, since July 2019, Foodee, a company that provides curated catering meals for modern offices, since January 2020, Forterra, which secures keystone urban, rural and wild spaces in Washington State, since September 2017, and Partners in Health, a global healthcare provider, since June 2019. From March 2017 to August 2018, she served as Chief Operating Officer at PlayFab, Inc., the backend service platform for gaming acquired by Microsoft Corporation (NASDAQ: MSFT). In that role, she led business operations, sales, marketing, customer success and financial planning. Prior to that, Ms. Birnbaum served in a variety of roles at GrubHub Inc. (NYSE: GRUB) (“GrubHub”) from April 2011 to April 2016, most recently as senior vice president of product, and led product management, user experience and design during GrubHub's growth from a $20 million in revenue startup to a public company with over $350 million in revenues. Earlier in her career, Ms. Birnbaum served in a variety of roles at Expedia (NASDAQ: EXPE) from 2003 to 2011, most recently as vice president of product and connectivity, redesigning Expedia's commercial and technical relationships with global distribution systems. Ms. Birnbaum received an MBA from INSEAD and a Bachelor of Arts degree in both Economics and International Studies from Yale University.

Mario Cibelli, age 52, has served as the Managing Member of each of Marathon Partners Equity Management, LLC, an investment management firm, since founding the firm in January 2001, and Cibelli Research & Management, LLC, the general partner of Marathon Focus Fund L.P. and Marathon Partners LUX Fund, L.P., since September 2002. From October 1993 until June 2013, Mr. Cibelli served in various positions at Robotti & Company, including as a research analyst, institutional salesperson and as a portfolio manager for certain managed accounts from January 2001 until June 2013. Earlier in his career, he served as an analyst in the capital markets group of Prudential Securities, a financial services firm, from October 1991 to October 1993. From June 1990 to October 1991, Mr. Cibelli served as a trader at Gabelli Asset Management Company, a diversified global financial services company. Mr. Cibelli served as a director of Shutterfly, Inc. (formerly NASDAQ: SFLY), a photography products and image sharing company, from June 2015 to May 2016. Mr. Cibelli holds a Bachelor of Science degree from Binghamton University.

Dhiren Fonseca, age 55, has served as an Advisor at Certares LP (“Certares”), a private equity firm, since April 2018, and previously served as a Partner at Certares from December 2014 to April 2018. Prior to joining Certares, Mr. Fonseca served in various roles at Expedia Group, Inc. (NASDAQ: EXPE) (“Expedia”), an online travel shopping company for consumer and small business travel, including Chief Commercial Officer, President, Expedia Partner Services Group, and Senior Vice President, Corporate Development, from 1994 to May 2014. Earlier in his career, Mr. Fonseca served as a Product Manager and Corporate Account Executive at Microsoft Corporation (NASDAQ: MSFT), a multinational technology company, from 1993 to 1994, and from 1989 to 1993, respectively. Mr. Fonseca has served on the boards of directors of Alaska Air Group, Inc. (NYSE: ALK), an airline holding company, since October 2014, RentPath Inc., a digital media company, since January 2014, Rackspace, Inc., a managed cloud computing company, since March 2017, Redbox Automated Retail LLC, a video rental company, since January 2018, and Diamond Resorts, a timeshare company, since July 2018. Previously, he served on the boards of directors of Hotel Tonight, LLC, an online travel mobile app, from May 2018 to April 2019, Caesars Acquisition Company (formerly NASDAQ: CACQ), a casino asset and entertainment company, from December 2013 to January 2017, and eLong, Inc. (NASDAQ: LONG), an online travel service provider in China, from December 2011 to May 2015. From July 2016 to August 2018, he served as a Senior Strategic Advisor to Airbnb, Inc., an online marketplace for hospitality services.

13

CUSIP No. 26856L103

Item 5. Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated as follows:

The aggregate percentage of Shares reported owned by each Reporting Person is based upon 50,009,051 Shares outstanding, which is the total number of Shares outstanding as of May 15, 2020, as reported in the Issuer’s amended Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on May 29, 2020.

A. Partners LP

(a) As of the close of business on June 1, 2020, Partners LP beneficially owned 1,250,000 Shares.

Percentage: Approximately 2.5%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,250,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,250,000

(c) Partners LP has not entered into any transactions in the Shares since the filing of the Schedule 13D.

B. Focus Fund

(a) As of the close of business on June 1, 2020, Focus Fund beneficially owned 160,000 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 160,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 160,000

(c) Focus Fund has not entered into any transactions in the Shares since the filing of the Schedule 13D.

C. Lux Fund

(a) As of the close of business on June 1, 2020, Lux Fund beneficially owned 1,175,000 Shares.

Percentage: Approximately 2.3%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,175,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,175,000

(c) Lux Fund has not entered into any transactions in the Shares since the filing of the Schedule 13D.

14

CUSIP No. 26856L103

D. Cibelli Research

(a) Cibelli Research, as the general partner of each of Focus Fund and Lux Fund, may be deemed the beneficial owner of the (i) 160,000 Shares owned by Focus Fund and (ii) 1,175,000 Shares owned by Lux Fund.

Percentage: Approximately 2.7%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,335,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,335,000

(c) Cibelli Research has not entered into any transactions in the Shares since the filing of the Schedule 13D.

E. Marathon Partners

(a) Marathon Partners, as the investment manager of each of Partners LP, Focus Fund and Lux Fund and the general partner of Partners LP, may be deemed the beneficial owner of the (i) 1,250,000 Shares owned by Partners LP; (ii) 160,000 Shares owned by Focus Fund and (iii) 1,175,000 Shares owned by Lux Fund.

Percentage: Approximately 5.2%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,585,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,585,000

(c) Marathon Partners has not entered into any transactions in the Shares since the filing of the Schedule 13D.

F. Mr. Cibelli

(a) As of the close of business on June 1, 2020, 10,200 Shares were held in Mr. Cibelli’s personal accounts and in the accounts of his family members. Mr. Cibelli, as the managing member of each of Cibelli Research and Marathon Partners, may be deemed the beneficial owner of the (i) 1,250,000 Shares owned by Partners LP; (ii) 160,000 Shares owned by Focus Fund and (iii) 1,175,000 Shares owned by Lux Fund.

Percentage: Approximately 5.2%

(b) 1. Sole power to vote or direct vote: 10,200
2. Shared power to vote or direct vote: 2,585,000
3. Sole power to dispose or direct the disposition: 10,200
4. Shared power to dispose or direct the disposition: 2,585,000

(c) Mr. Cibelli has not entered into any transactions in the Shares since the filing of the Schedule 13D.

15

CUSIP No. 26856L103

G. Beth Birnbaum

(a) As of the close of business of June 1, 2020, Ms. Birnbaum did not own any Shares.

Percentage: 0%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0

(c) Ms. Birnbaum has not entered into any transactions in the Shares during the past sixty days.

H. Dhiren Fonseca

(a) As of the close of business of June 1, 2020, Mr. Fonseca may be deemed to beneficially own 5,700 Shares in an IRA account held for the benefit of his spouse.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 5,700
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 5,700

(c) The transactions in the Shares by Mr. Fonseca during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he, she or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he, she or it does not directly own. 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6, is hereby amended to add the following:

On May 28, 2020, the Reporting Persons entered into a Joint Filing and Solicitation Agreement pursuant to which, among other things, (a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer, (b) the Reporting Persons agreed to solicit proxies for the election of the Nominees at the Annual Meeting (the “Solicitation”), and (c) Marathon agreed to pay all expenses incurred in connection with the Solicitation, subject to certain limitations. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Ms. Birnbaum and Mr. Fonseca have granted Mr. Cibelli power of attorney (“Power of Attorney”) to execute certain SEC filings and other documents in connection with the Solicitation. A form of the Power of Attorney is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

16

CUSIP No. 26856L103

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits: 

99.1 Joint Filing and Solicitation Agreement, by and between Marathon Partners L.P., Marathon Focus Fund L.P., Marathon Partners LUX Fund, L.P., Cibelli Research & Management, LLC, Marathon Partners Equity Management, LLC, Mario D. Cibelli, Beth Birnbaum and Dhiren Fonseca, dated May 28, 2020.

99.2 Form of Power of Attorney.

99.3 Press Release, dated May 28, 2020.

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CUSIP No. 26856L103

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 1, 2020

Marathon Partners L.P
By:	Marathon Partners Equity Management, LLC, its General Partner
By:	/s/ Mario D. Cibelli
	Name:	Mario D. Cibelli
	Title:	Managing Member

Marathon Focus Fund L.P.
By:	Cibelli Research & Management, LLC, its General Partner
By:	/s/ Mario D. Cibelli
	Name:	Mario D. Cibelli
	Title:	Managing Member

Marathon Partners LUX Fund, L.P.
By:	Cibelli Research & Management, LLC, its General Partner
By:	/s/ Mario D. Cibelli
	Name:	Mario D. Cibelli
	Title:	Managing Member

Cibelli Research & Management, LLC
By:	/s/ Mario D. Cibelli
	Name:	Mario D. Cibelli
	Title:	Managing Member

Marathon Partners Equity Management, LLC
By:	/s/ Mario D. Cibelli
	Name:	Mario D. Cibelli
	Title:	Managing Member

/s/ Mario D. Cibelli

MARIO D. CIBELLI

Individually and as attorney-in-fact for Beth Birnbaum and Dhiren Fonseca

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CUSIP No. 26856L103

SCHEDULE A

Transactions in the Shares of the Issuer by Dhiren Fonseca During the Past Sixty Days

Nature of the Transaction Securities Purchased/(Sold) Price Per Share($) Date of Purchase / Sale

Purchase of Common Stock	67,400	8.9200	04/02/2020
Purchase of Common Stock	13,800	8.1105	04/03/2020
Sale of Common Stock	(21,733)	9.6900	04/06/2020
Sale of Common Stock	(70,591)	9.9308	04/07/2020
Sale of Common Stock	(40,998)	10.5671	04/08/2020

EX-99.1

Exhibit 99.1

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of e.l.f. Beauty, Inc., a Delaware corporation (the “Company”);

WHEREAS, Marathon Partners L.P., a New York limited partnership (“Partners LP”), Marathon Focus Fund L.P., a Delaware limited partnership (“Focus Fund”), Marathon Partners LUX Fund, L.P., a Delaware limited partnership (“Lux Fund”), Cibelli Research & Management, LLC, a Delaware limited liability company (“Cibelli Research”), Marathon Partners Equity Management, LLC, a Delaware limited liability company (“Marathon Partners”), Mario D. Cibelli (collectively, “Marathon”), Dhiren Fonseca and Beth Birnbaum wish to form a group for the purpose of seeking representation on the Board of Directors of the Company (the “Board”) at the 2020 annual meeting of stockholders of the Company (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.

NOW, IT IS AGREED, this 28 day of May 2020 by the parties hereto:

1.       In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his, her or its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

2.       So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.

3.       So long as this agreement is in effect, Mr. Fonseca and Ms. Birnbaum agree to provide Marathon advance written notice prior to effecting any purchase, sale, acquisition or disposal of any securities of the Company which he or she has, or would have, direct or indirect beneficial ownership so that Marathon has an opportunity to review the potential implications of any such transaction in the securities of the Company and pre-clear any such potential transaction in the securities of the Company by Mr. Fonseca or Ms. Birnbaum. Mr. Fonseca and Ms. Birnbaum agree that they shall not undertake or effect any purchase, sale, acquisition or disposal of any securities of the Company without the prior written consent of Marathon.

4.       Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of the persons nominated by the Group to the Board at the Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.

5.       Marathon shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agrees to pay directly all such pre-approved expenses.

6.       Each of the undersigned agrees that any SEC filing, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 4 shall be first approved by Marathon, or its representatives, which approval shall not be unreasonably withheld.

7.       The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he, she or it deems appropriate, in his, her or its sole discretion, respectively, provided that all such sales are made in compliance with all applicable securities laws.

8.       This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

9.       In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

10.       Any party hereto may terminate his, her or its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to Andrew Freedman at Olshan, Fax No. (212) 451-2222.

11.       Each party acknowledges that Olshan shall act as counsel for both the Group and Marathon and its affiliates relating to their investment in the Company.

12.       Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

2

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

Marathon Partners L.P.
By:	Marathon Partners Equity Management, LLC, its General Partner
By:	/s/ Mario D. Cibelli
	Name:	Mario D. Cibelli
	Title:	Managing Member

Marathon Focus Fund L.P.
By:	Cibelli Research & Management, LLC, its General Partner
By:	/s/ Mario D. Cibelli
	Name:	Mario D. Cibelli
	Title:	Managing Member

Marathon Partners LUX Fund, L.P.
By:	Cibelli Research & Management, LLC, its General Partner
By:	/s/ Mario D. Cibelli
	Name:	Mario D. Cibelli
	Title:	Managing Member

Cibelli Research & Management, LLC
By:	/s/ Mario D. Cibelli
	Name:	Mario D. Cibelli
	Title:	Managing Member

Marathon Partners Equity Management, LLC
By:	/s/ Mario D. Cibelli
	Name:	Mario D. Cibelli
	Title:	Managing Member

/s/ Mario D. Cibelli

MARIO D. CIBELLI

/s/ Dhiren Fonseca

DHIREN FONSECA

/s/ Beth Birnbaum

BETH BIRNBAUM

EX-99.2

Exhibit 99.2

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Mario D. Cibelli the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of e.l.f. Beauty, Inc., a Delaware corporation (the “Company”), directly or indirectly beneficially owned by Marathon Partners L.P. or any of its affiliates or members of its Schedule 13D group (collectively, the “Marathon Group”) and (ii) any proxy solicitation of the Marathon Group to elect the Marathon Group’s slate of director nominees to the board of directors of the Company (the “Board”) at the next meeting of stockholders of the Company, whether annual or special, including any adjournments or postponements thereof, at which directors are elected to the Board (the “Solicitation”). Such action shall include, but not be limited to:

1.executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Marathon Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

2.executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

3.executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Marathon Group;

4.performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

5.taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the reasonable opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s reasonable discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or any such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Marathon Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this ___ day of May 2020.

______________________________

[Nominee]

EX-99.3

Exhibit 99.3

MARATHON PARTNERS NOMINATES SLATE OF THREE HIGHLY QUALIFIED DIRECTOR CANDIDATES FOR ELECTION AT e.l.f.’s 2020 ANNUAL MEETING

Highlights Concerns Regarding e.l.f.’s Share Price Underperformance, Runaway Overhead Expenses, Excessive Executive Compensation and Corporate Governance Shortfalls

Confident that Board Change is Required to Address Shareholder Concerns and Recommends Formation of a Special Committee to Investigate Ways of Improving Value for Long-Suffering Public Stockholders

Believes it is Time for the Board to Start Treating Public Investors as True Partners

NEW YORK, May 28, 2020 – Marathon Partners Equity Management, LLC, together with its affiliates (“Marathon Partners”), one of the largest stockholders of e.l.f. Beauty, Inc. (“e.l.f.” or the “Company”) (NYSE: ELF), with beneficial ownership representing approximately 5.2% of the Company’s outstanding common stock, today announced that it has nominated a slate of three highly qualified candidates, Beth Birnbaum, Mario Cibelli and Dhiren Fonseca, for election to e.l.f.’s Board of Directors (the “Board”) at the 2020 Annual Meeting of Stockholders of the Company scheduled to be held on August 27, 2020 (the “Annual Meeting”).

Since its IPO in September of 2016, e.l.f.’s share price has underperformed all major indices and other relevant consumer peer groups (see chart below), even though the Company has successfully grown both revenues and gross profits for years. Despite winning incremental shelf space, expanding to new retailer partners and growing internationally since its IPO, Marathon Partners believes that e.l.f.’s lack of discipline in managing overhead expenses has deprived shareholders of profit growth, and therefore, investment returns.

Company / Index	Total Return(1)
S&P 500	48.9%
Average of e.l.f. Peers(2)	36.2%
Dow Jones U.S. Consumer Goods Index	18.3%
Russell 2000	17.7%
e.l.f.	(1.9)%
(1)       Total return is measured from e.l.f.’s IPO date of 09/21/2016 to 05/26/2020 and includes reinvestment of dividends over the period. (Source: Bloomberg) (2)     e.l.f. Peers include Coty, Estee Lauder, L'Oréal, Revlon and Shiseido.

Given such poor performance, Marathon Partners believes a special committee of the Board should be immediately formed to explore ways to improve shareholder value, including holding e.l.f.’s management accountable for its heavy cost structure, lucrative executive compensation and strategic decisions that have not produced benefits for stockholders.

Marathon Partners seeks Board representation and key committee placements to help align management incentives and drive improved performance for shareholders. The slate of directors also intends to clean up corporate governance weaknesses left in place by TPG Growth and its former executive, Bill McGlashan. Among other areas, this includes adding a say-on-pay resolution in the Company’s proxy statement for shareholders to vote on at the Annual Meeting, as well as the elimination of the “evergreen” provision allowing for egregious equity dilution without shareholder approval. Marathon Partners strongly believes that the e.l.f. shareholders deserve a vote on share issuance tied to executive compensation plans.

Mario Cibelli, managing member of Marathon Partners, issued the following statement:

“We have constructively engaged with the management team and Board of e.l.f. for almost two years at this point. We continue to be frustrated by the directors’ willingness to tolerate obvious underperformance, all the while richly rewarding the senior executive team despite the lack of profit growth and shareholder returns. After almost four years of no progress for the public shareholders, it is time for change at the Board level and to begin a process of investigating new ideas for improving shareholder value. We are confident that our slate can bring great energy and fresh perspectives on helping to solve critical shareholder issues.”

Mr. Cibelli continued:

“Our slate strongly believes that expense controls and cost discipline are needed for e.l.f. to succeed and gain the confidence of public shareholders. While the Company’s most recent quarterly top-line results were impressive, once again, a new high water mark has been set for overhead expenses. The senior leadership team continues to promise that fixed cost leverage is just around the corner, but has broken too many promises on this and other fronts. The CEO’s excessive compensation plan affords him a level of patience in creating value that is simply unavailable to the public shareholders.”

Mr. Cibelli concluded:

“From day one of our campaign for change, we have sought to be treated as true partners in the business by e.l.f.’s management team and the Board. The stockholders of e.l.f. deserve much greater effort and attention from their directors to seek solutions for improving shareholder value. We pinpointed a number of pressing issues at the Company and pushed hard for positive change. If elected, we are confident that our group of highly-qualified director candidates has the ability to enhance outcomes for shareholders through a focus on cost discipline, efficiency of operations, improved executive incentive programs and the pursuit of best practices in corporate governance by e.l.f.”

Marathon Partners’ Highly Qualified Nominees:

Beth Birnbaum serves on the boards of directors of John Wiley & Sons, a global leader in scholarly research and education; Bridge Legal, an automated marketing, intake and payments platform for law firms; Ripl, a provider of social media marketing tools for small business; Foodee, a company that provides curated catering meals for modern offices; Forterra, which secures keystone urban, rural and wild spaces in Washington State, and on the board of trustees of Partners in Health, the global healthcare provider. She previously served as Chief Operating Officer at PlayFab, the backend service platform for gaming acquired by Microsoft, where she led business operations, sales, marketing, customer success and financial planning. Prior to that, Ms. Birnbaum served in a variety of roles at GrubHub, most recently as senior vice president of product, and led product management, user experience and design during GrubHub's growth from a $20 million in revenue startup to a public company with over $350 million in revenues. Earlier in her career, Ms. Birnbaum served in a variety of roles at Expedia, including as vice president of product and connectivity, redesigning Expedia's commercial and technical relationships with global distribution systems. Ms. Birnbaum received an MBA from INSEAD and a Bachelor of Arts in Economics and International Studies from Yale University.

Mario Cibelli is the Managing Member of Marathon Partners Equity Management, LLC, an investment management firm, which he founded in January 2001 and has managed since its inception. Mr. Cibelli has been in the investment business since 1990 and has been investing in consumer and internet enabled companies for over 20 years. From June 1990 to October 1991, Mr. Cibelli worked for Gabelli Asset Management Company ("GAMCO"). After GAMCO, he joined Prudential Securities from October 1991 to October 1993 in the Capital Markets group as an analyst.  From October 1993 until June 2013, Mr. Cibelli was employed by Robotti & Company, a value-oriented firm specialized in smaller company investing, in various positions. Mr. Cibelli previously served as a director of Shutterfly. Mr. Cibelli received his Bachelor of Science in Business Management degree from the School of Management at Binghamton University.

Dhiren Fonseca served as the Chief Commercial Officer at Expedia, where he spent more than 18 years contributing greatly to the online travel company’s growth and success, serving in a host of key roles including Co-President of its global partner services group and senior vice president of corporate development. Mr. Fonseca helped to found Expedia as part of the management team at Microsoft that brought the online travel company to life in 1995 and subsequently took it public in 1999. Before Expedia, he held multiple roles in product management and corporate technical sales at Microsoft. Mr. Fonseca currently serves on the boards of directors of Alaska Air Group and Diamond Resorts, Rackspcace, Redbox Automated Retail and Rentpath. He previously served as a director at Caesars Acquisition Corp., eLong and Hotel Tonight.

About Marathon Partners:

Marathon Partners Equity Management, LLC is a fundamental, research intensive investment firm that deploys capital with a long-term investment horizon.

Investor Contact:

Mario Cibelli or Eric Hidy

(212) 490-0399

http://www.marathonpartners.com

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Marathon Partners Equity Management, LLC, together with the other participants named herein (collectively, “Marathon”), intends to file a preliminary proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2020 annual meeting of stockholders of e.l.f. Beauty, Inc., a Delaware corporation (“ELF” or the “Company”).

MARATHON STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.

Participants in the Solicitation

The participants in the anticipated solicitation are expected to be Marathon Partners L.P. (“Partners LP”), Marathon Focus Fund L.P. (“Focus Fund”), Marathon Partners LUX Fund, L.P. (“Lux Fund”), Cibelli Research & Management, LLC (“Cibelli Research”), Marathon Partners Equity Management, LLC (“Marathon Partners”), Mario D. Cibelli, Beth Birnbaum and Dhiren Fonseca.

As of the date hereof, Partners LP beneficially owns 1,250,000 shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company. As of the date hereof, Focus Fund beneficially owns 160,000 shares of Common Stock. As of the date hereof, Lux Fund beneficially owns 1,175,000 shares of Common Stock. As the general partner of each of Focus Fund and Lux Fund, Cibelli Research may be deemed to beneficially own the 1,335,000 shares of Common Stock owned in the aggregate by Focus Fund and Lux Fund. As the investment manager of each of Partners LP, Focus Fund and Lux Fund, and the general partner of Partners LP, Marathon Partners may be deemed to beneficially own the 2,585,000 shares of Common Stock owned in the aggregate by Partners LP, Focus Fund and Lux Fund. As managing member of each of Cibelli Research and Marathon Partners, Mr. Cibelli may be deemed to beneficially own 2,595,200 shares of Common Stock (consisting of 10,200 shares of Common Stock beneficially owned directly by Mr. Cibelli and in the accounts of his family members, and 2,585,000 shares of Common Stock owned in the aggregate by Partners LP, Focus Fund and Lux Fund). As of the date hereof, Ms. Birnbaum does not beneficially own any shares of Common Stock. As of the date hereof, Mr. Fonseca beneficially owns 5,700 shares of Common Stock held in an IRA account for the benefit of his spouse.