Sec Form 4 Filing - AMIN TARANG @ e.l.f. Beauty, Inc. - 2016-09-27

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
AMIN TARANG
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)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See remarks
(Last) (First) (Middle)
C/O E.L.F. BEAUTY, INC., 570 10TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
09/27/2016
(Street)
OAKLAND, CA94607
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/27/2016 C 551,591 A 551,999 I By Family Trust ( 2 )
Common Stock, $0.01 par value 09/27/2016 C 551,591 A 551,999 I By Family Trust ( 2 )
Common Stock, $0.01 par value 09/27/2016 C 1,654,774 A 1,655,999 I By Family Trust ( 2 )
Common Stock, $0.01 par value 2,787,198 ( 3 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Secur ity: 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
Convertible Preferred Stock, $0.01 par value ( 1 ) 09/27/2016 C 1,998.52 ( 4 ) ( 5 ) Common Stock 551,591 ( 1 ) 0 I By Family Trust ( 2 )
Convertible Preferred Stock, $0.01 par value ( 1 ) 09/27/2016 C 1,998.52 ( 4 ) ( 5 ) Common Stock 551,591 ( 1 ) 0 I By Family Trust ( 2 )
Convertible Preferred Stock, $0.01 par value ( 1 ) 09/27/2016 C 5,995.56 ( 4 ) ( 5 ) Common Stock 1,654,774 ( 1 ) 0 I By Family Trust ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AMIN TARANG
C/O E.L.F. BEAUTY, INC.
570 10TH STREET
OAKLAND, CA94607
X X See remarks
Signatures
/s/ Scott K. Milsten, Attorney-in-Fact for Tarang P. Amin 09/27/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of the Issuer's Convertible Preferred Stock automatically converted into shares of the Issuer's Common Stock, for no additional consideration, on a 1:276 basis immediately prior to the consummation of the Issuer's initial public offering.
( 2 )Represents shares of the Issuer's Convertible Preferred Stock or Common Stock held directly by certain family trusts over which the Reporting Person and his spouse each have sole investment and voting power.
( 3 )Includes 146,561 Restricted Stock Units.
( 4 )The securities are immediately convertible.
( 5 )The expiration date is not relevant to the conversion of these securities.

Remarks:
Chairman and Chief Executive Officer

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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