Sec Form 4 Filing - Poels Patrick David @ Eventbrite, Inc. - 2018-09-24

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Poels Patrick David 2. Issuer Name and Ticker or Trading Symbol Eventbrite, Inc. [ EB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP of Platform (Last) (First) (Middle) C/O EVENTBRITE, INC., 155 5TH STREET, 7TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/24/2018 (Street) SAN FRANCISCO, CA94103 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

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) $ 3.16 09/24/2018 J( 1 ) 50,000 ( 2 ) 11/09/2021 Common Stock 50,000 $ 0 0 D Stock Option (Right to Buy) $ 3.16 09/24/2018 J( 1 ) 50,000 ( 2 ) 11/09/2021 Class B Common Stock ( 1 ) ( 3 ) 50,000 $ 0 50,000 D Stock Option (Right to Buy) $ 2.1 09/24/2018 J( 1 ) 166,540 ( 4 ) 03/20/2022 Common Stock 166,540 $ 0 0 D Stock Option (Right to Buy) $ 2.1 09/24/2018 J( 1 ) 166,540 ( 4 ) 03/20/2022 Class B Common Stock ( 1 ) ( 3 ) 166,540 $ 0 166,540 D Stock Option (Right to Buy) $ 2.41 09/24/2018 J( 1 ) 270,000 ( 5 ) 02/27/2023 Common Stock 270,000 $ 0 0 D Stock Option (Right to Buy) $ 2.41 09/24/2018 J( 1 ) 270,000 ( 5 ) 02/27/2023 Class B Common Stock ( 1 ) ( 3 ) 270,000 $ 0 270,000 D Stock Option (Right to Buy) $ 5.8 09/24/2018 J( 1 ) 30,000 ( 6 ) 05/27/2024 Common Stock 30,000 $ 0 0 D Stock Option (Right to Buy) $ 5.8 09/24/2018 J( 1 ) 30,000 ( 6 ) 05/27/2024 Class B Common Stock ( 1 ) ( 3 ) 30,000 $ 0 30,000 D Stock Option (Right to Buy) $ 6.65 09/24/2018 J( 1 ) 20,000 ( 7 ) 05/06/2025 Common Stock 20,000 $ 0 0 D Stock Option (Right to Buy) $ 6.65 09/24/2018 J( 1 ) 20,000 ( 7 ) 05/06/2025 Class B Common Stock ( 1 ) ( 3 ) 20,000 $ 0 20,000 D Stock Option (Right to Buy) $ 7.69 09/24/2018 J( 1 ) 85,410 ( 8 ) 02/10/2026 Common Stock 85,410 $ 0 0 D Stock Option (Right to Buy) $ 7.69 09/24/2018 J( 1 ) 85,410 ( 8 ) 02/10/2026 Class B Common Stock ( 1 ) ( 3 ) 85,410 $ 0 85,410 D Stock Option (Right to Buy) $ 6.79 09/24/2018 J( 1 ) 50,000 ( 9 ) 05/22/2027 Common Stock 50,000 $ 0 0 D Stock Option (Right to Buy) $ 6.79 09/24/2018 J( 1 ) 50,000 ( 9 ) 05/22/2027 Class B Common Stock ( 1 ) ( 3 ) 50,000 $ 0 50,000 D Restricted Stock Units ( 10 ) 09/24/2018 J( 1 ) 45,000 ( 11 ) 05/10/2025 Common Stock 45,000 $ 0 0 D Restricted Stock Units ( 10 ) 09/24/2018 J( 1 ) 45,000 ( 11 ) 05/10/2025 Class B Common Stock ( 1 ) ( 3 ) 45,000 $ 0 45,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Poels Patrick David C/O EVENTBRITE, INC. 155 5TH STREET, 7TH FLOOR SAN FRANCISCO, CA94103 SVP of Platform Signatures /s/ Samantha Harnett, attorney-in-fact of the Reporting Person 09/25/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into common stock, each share of common stock was reclassified into one share of Class B common stock in an exempt transaction pursuant to Rule 16b-7 ( 2 )The stock option vested and became exercisable with respect to 25% of the shares on November 1, 2012 and thereafter in 36 additional monthly installments through November 1, 2015. ( 3 )Each share of common stock will be reclassified into one share of Class B common stock immediately prior to the completion of the Issuer's initial public offering of Class A common stock. ( 4 )The stock option vested and became exercisable with respect to 25% of the shares on March 2, 2013 and thereafter in 36 additional monthly installments through March 2, 2016. ( 5 )The stock option was immediately exercisable as of the date of grant subject to a repurchase right in favor of the company and vested in 48 equal monthly installments from February 13, 2013 to February 13, 2017. ( 6 )The stock option vested and became exercisable in 48 equal monthly installments from May 1, 2014 through May 1, 2018. ( 7 )The stock option vests and becomes exercisable in 48 equal monthly installments from May 1, 2015 through May 1, 2019, subject to the Reporting Person's continued service to the Issuer. ( 8 )The stock option vests and becomes exercisable in 48 equal monthly installments from February 11, 2016 through February 11, 2020, subject to the Reporting Person's continued service to the Issuer. ( 9 )The stock option vests and becomes exercisable in 48 equal monthly installments from May 1, 2017 through May 1, 2021, subject to the Reporting Person's continued service to the Issuer. ( 10 )Each restricted stock unit is convertible into one share of Class B common stock. ( 11 )The restricted stock units are subject to time-based and performance-based vesting conditions. The time-based vesting conditions lapse in sixteen equal quarterly installments from May 31, 2018 through May 31, 2022, and the performance-based vesting conditions will lapse upon the closing of the Issuer's initial public offering of common stock, subject in each case to the Reporting Person's continued service to the Issuer.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.