SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Franks Joshua Allen (Last) (First) (Middle) C/O E.L.F. BEAUTY, INC. 570 10TH STREET (Street) OAKLAND CA 94607 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol e.l.f. Beauty, Inc. [ ELF ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP, Operations
	3. Date of Earliest Transaction (Month/Day/Year) 06/01/2023
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock, $0.01 par value	06/01/2023		A		18,772(1)	A	$0	125,869	D
Common Stock, $0.01 par value	06/02/2023		S(2)		1,542	D	$103.5	124,327	D
Common Stock, $0.01 par value	06/02/2023		S(3)		3,471	D	$103.5	120,856	D
Common Stock, $0.01 par value	06/02/2023		S(3)		5,333	D	$103.5	115,523(4)	D
Common Stock, $0.01 par value	06/02/2023		S(5)		3,977	D	$103.7234(6)	111,546(4)	D
Common Stock, $0.01 par value	06/02/2023		S(5)		1,045	D	$104.5513(7)	110,501(4)	D
Common Stock, $0.01 par value	06/02/2023		S(5)		1,995	D	$105.631(8)	108,506(4)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:

1. Reflects Restricted Stock Units ("RSUs") that vest in four equal annual installments subject to continued service and does not include Performance Stock Units that vest based upon performance metrics, which are expected to be reported upon achievement.

2. The shares were sold solely to satisfy tax or other government withholding obligations in connection with the vesting of shares subject to a Restricted Stock Award of the Issuer.

3. The shares were sold solely to satisfy tax or other government withholding obligations in connection with the vesting of shares subject to a RSUs of the Issuer.

4. Includes 63,714 RSUs.

5. Transaction made pursuant to a 10b5-1 trading plan adopted by the Reporting Person.

6. The transaction was executed in multiple trades in prices ranging from $103.20 to $104.14, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

7. The transaction was executed in multiple trades in prices ranging from $104.21 to $105.18, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

8. The transaction was executed in multiple trades in prices ranging from $105.27 to $106.17, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

	/s/ Scott K. Milsten, Attorney-in-fact for Joshua Allen Franks	06/05/2023
	** 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).
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