0000903423-16-001273.txt : 20160921 0000903423-16-001273.hdr.sgml : 20160921 20160921173643 ACCESSION NUMBER: 0000903423-16-001273 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160921 FILED AS OF DATE: 20160921 DATE AS OF CHANGE: 20160921 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: e.l.f. Beauty, Inc. CENTRAL INDEX KEY: 0001600033 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 464464131 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 570 10TH STREET CITY: OAKLAND STATE: CA ZIP: 94607 BUSINESS PHONE: (510) 778-7787 MAIL ADDRESS: STREET 1: 570 10TH STREET CITY: OAKLAND STATE: CA ZIP: 94607 FORMER COMPANY: FORMER CONFORMED NAME: J.A. Cosmetics Holdings, Inc. DATE OF NAME CHANGE: 20140212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COULTER JAMES G CENTRAL INDEX KEY: 0001099776 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37873 FILM NUMBER: 161896301 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BONDERMAN DAVID CENTRAL INDEX KEY: 0000860866 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37873 FILM NUMBER: 161896302 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG Growth II Advisors, Inc. CENTRAL INDEX KEY: 0001631279 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37873 FILM NUMBER: 161896303 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 3 1 tpggrowthi-elf3.xml OWNERSHIP DOCUMENT X0206 3 2016-09-21 0 0001600033 e.l.f. Beauty, Inc. ELF 0001631279 TPG Growth II Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 Common Stock 17337 I See Explanation of Responses Preferred Stock Common Stock 23412643 I See Explanation of Responses David Bonderman and James G. Coulter are officers and sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG elf Holdings, L.P. ("TPG elf Holdings"), which directly holds 17,337 shares of common stock ("Common Stock") of e.l.f. Beauty, Inc. (the "Issuer") and 84,828.419 shares of preferred stock ("Preferred Stock") of the Issuer. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended, the shares of Preferred Stock are convertible, at the option of the holder, at any time into shares of Common Stock at an initial conversion rate equal to 100 shares of Common Stock per one share of Preferred Stock. The initial conversion rate has been adjusted as a result of a 1-for-2.76 stock split of the Common Stock. Because of the relationship between the Reporting Persons and TPG elf Holdings, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG elf Holdings. Each Reporting Person and TPG elf Holdings disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG elf Holdings's pecuniary interest therein, if any. TPG elf Holdings has entered into an Amended and Restated Stockholders Agreement, dated as of September 21, 2016 (the "Stockholders Agreement"), with certain other holders (the "Holders") of shares of Common Stock and shares of Preferred Stock. Because of the relationship between TPG elf Holdings and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the shares of Common Stock and shares of Preferred Stock held in the aggregate by the Holders. Each Reporting Person and TPG elf Holdings disclaims beneficial ownership of shares of Common Stock and shares of Preferred Stock held by the Holders. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. (6) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Clive Bode is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission. /s/ Michael LaGatta, Vice President, TPG Growth II Advisors, Inc. (6) 2016-09-21 /s/ Clive Bode on behalf of David Bonderman (6)(7) 2016-09-21 /s/ Clive Bode on behalf of James G. Coulter (6)(7) 2016-09-21