Sec Form 4 Filing - AMIN TARANG @ e.l.f. Beauty, Inc. - 2017-02-14

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 _____ 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) 02/14/2017 (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 02/14/2017 A 266,600 ( 1 ) A $ 0 3,053,798 ( 2 ) D Common Stock, $0.01 par value 623,207 ( 3 ) I By Family Trust ( 4 ) Common Stock, $0.01 par value 623,207 ( 3 ) I By Family Trust ( 4 ) Common Stock, $0.01 par value 1,513,583 ( 3 ) I By Family Trust ( 4 )

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 Security: 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 Stock Option (Right to Buy) $ 26.84 02/14/2017 A 213,000 ( 5 ) 02/14/2027 Common Stock 213,000 $ 0 213,000 D

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 See Remarks Signatures /s/ Scott K. Milsten, Attorney-in-Fact for Tarang P. Amin 02/16/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 216,600 Restricted Stock Units ("RSUs"). The reporting person is entitled to receive one (1) share of common stock for each one (1) RSU upon the vesting thereof. ( 2 )Includes 363,161 RSUs. ( 3 )The shares reported herein as held indirectly by the Reporting Person reflect a reallocation of shares held among the Reporting Person's family trusts. Aggregate shares held indirectly by the Reporting Person have not changed. ( 4 )Represents shares of the Issuer's Common Stock held directly by certain family trusts over which the Reporting Person and his spouse each have sole investment and voting power. ( 5 )The option shall vest and become exercisable in three equal tranches on the the thirtieth consecutive trading day that the per share closing trading price of the Issuer's common stock equals or exceeds certain successively higher share price targets, subject to the Reporting Person continuing to provide services to the Issuer as an employee, consultant, director or officer of the Company through the applicable vesting date; provided, however, that in the event a share price target is met on or before November 30, 2017, the shares will vest and become exercisable on the earlier of (a) November 30, 2017 and (b) the termination of Grantee's services to the Company as an employee, consultant, director or officer of the Company.

Remarks: Chairman and Chief Executive Officer

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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