0001140361-20-003370.txt : 20200214 0001140361-20-003370.hdr.sgml : 20200214 20200214161501 ACCESSION NUMBER: 0001140361-20-003370 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200214 DATE AS OF CHANGE: 20200214 GROUP MEMBERS: CMXI B.V. GROUP MEMBERS: IXII B.V. SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90800 FILM NUMBER: 20619979 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Schuurman Steven CENTRAL INDEX KEY: 0001753439 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: C/O ELASTIC NV STREET 2: 800 WEST EL CAMINO REAL SUITE 350 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94040 SC 13G/A 1 sc13ga.htm SC 13G/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Elastic N.V.
(Name of Issuer)
Ordinary Shares, €0.01 par value per share
(Title of Class of Securities)
N14506 104
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 ☐
Rule 13d-l(b)

☐
Rule 13d-l(c)

☒
Rule 13d-l(d)
 
*
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 the disclosures provided in a prior cover page.

The information required in 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).

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 control number.
 
CUSIP No. N14506 104
 
1
NAMES OF REPORTING PERSONS
 
 
Steven Schuurman
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
The Netherlands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
11,822,000
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
11,822,000
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
11,822,000(1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
14.7% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

(1)
Includes (i) 5,911,000 ordinary shares held of record by CMXI B.V., or CMXI, and (ii) 5,911,000 ordinary shares held of record by IXII B.V., or IXII. Clavis Directievoering B.V. serves as the managing director of CMXI and IXII. Mr. Schuurman, the controlling shareholder of CMXI and IXII, holds sole voting and dispositive power with respect to these ordinary shares.

(2)
Based on 80,621,016 shares of the Issuer’s ordinary shares outstanding as of November 30, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2019, filed with the Securities and Exchange Commission on December 9, 2019.
 
Page 2
CUSIP No. N14506 104
 
1
NAMES OF REPORTING PERSONS
 
 
CMXI B.V.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
The Netherlands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
5,911,000
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
5,911,000
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,911,000 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
7.3% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO (3)
 
 
 
 

(1)
Clavis Directievoering B.V. serves as the managing director of CMXI. Mr. Schuurman, the controlling shareholder of CMXI, holds sole voting and dispositive power with respect to these ordinary shares.
 
(2)
Based on 80,621,016 shares of the Issuer’s ordinary shares outstanding as of November 30, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2019, filed with the Securities and Exchange Commission on December 9, 2019.
 
(3)
CMXI is a Dutch private company with limited liability.
 
Page 3
CUSIP No. N14506 104
 
1
NAMES OF REPORTING PERSONS
 
 
IXII B.V.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
The Netherlands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
5,911,000
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
5,911,000
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,911,000 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
7.3% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO (3)
 
 
 
 

(1)
Clavis Directievoering B.V. serves as the managing director of IXII. Mr. Schuurman, the controlling shareholder of IXII, holds sole voting and dispositive power with respect to these ordinary shares.

(2)
Based on 80,621,016 shares of the Issuer’s ordinary shares outstanding as of November 30, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2019, filed with the Securities and Exchange Commission on December 9, 2019.

(3)
IXII is a Dutch private company with limited liability.

Page 4
Item 1.

 
(a)
Name of Issuer:
Elastic N.V.

 
(b)
Address of Issuer’s Principal Executive Offices:
800 West El Camino Real, Suite 350
Mountain View, California 94040
 
Item 2.


 
(a)
Name of Persons Filing:
Each of the following is a reporting person (“Reporting Person”):
Steven Schuurman
CMXI B.V., or CMXI
IXII B.V., or IXII

 
(b)
Address of Principal Business Office or, if none, Residence:
The address for Mr. Schuurman is:
c/o Elastic N.V.
800 West El Camino Real, Suite 350
Mountain View, California 94040
The address for CMXI and IXII is:
Hof van Zevenbergen 1A
5211 HB
‘s-Hertogenbosch
The Netherlands

 
(c)
Citizenship:
Reference is made to the response to item 4 on each of pages 2-5 of this Schedule 13G (this  “Schedule”), which responses are incorporated herein by reference.

 
(d)
Title of Class of Securities:
Ordinary Shares, €0.01 par value per share

 
(e)
CUSIP Number: N14506 104
 
Item 3.
If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.

Item 4.
Ownership.
Reference is hereby made to the responses to items 5-9 and 11 of pages 2-4 of this Schedule 13G, which responses are incorporated herein by reference.
 
Item 5.
Ownership of Five Percent or Less of a Class.
Not applicable.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group.
Not applicable.
 
Page 5
Item 9.
Notice of Dissolution of Group.
Not applicable.
 
Item 10.
Certifications.
Not applicable.
Page 6
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date: February 12, 2020
 
 
STEVEN SCHUURMAN
   
 
/s/ Steven Schuurman
   
 
CMXI B.V.
   
 
By:
 Clavis Directievoering B.V.
 
Its:
 Managing Director
     
  By: /s/ M.W.L. Dill
 
Name:
M.W.L. Dill
 
Title:
Director
   
 
IXII B.V.
   
 
By:
Clavis Directievoering B.V.
 
Its:
 Managing Director
     
  By: /s/ M.W.L. Dill
 
Name:
M.W.L. Dill
 
Title:
Director