Sec Form 4 Filing - Harnett Samantha @ 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

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1. Name and Address of Reporting Person Harnett Samantha 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) See Remarks (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) $ 7.24 09/24/2018 J( 2 ) 185,000 ( 1 ) 11/09/2025 Common Stock 185,000 $ 0 0 D Stock Option (Right to Buy) $ 7.24 09/24/2018 J( 2 ) 185,000 ( 1 ) 11/09/2025 Class B Common Stock ( 2 ) ( 3 ) 185,000 $ 0 185,000 D Stock Option (Right to Buy) $ 6.79 09/24/2018 J( 2 ) 43,000 ( 4 ) 05/22/2027 Common Stock 43,000 $ 0 0 D Stock Option (Right to Buy $ 6.79 09/24/2018 J( 2 ) 43,000 ( 4 ) 05/22/2027 Class B Common Stock ( 2 ) ( 3 ) 43,000 $ 0 43,000 D Restricted Stock Unit ( 5 ) 09/24/2018 J( 2 ) 60,000 ( 6 ) 05/11/2025 Common Stock 60,000 $ 0 0 D Restricted Stock Unit ( 5 ) 09/24/2018 J( 2 ) 60,000 ( 6 ) 05/11/2025 Class B Common Stock ( 2 ) ( 3 ) 60,000 $ 0 60,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Harnett Samantha C/O EVENTBRITE, INC. 155 5TH STREET, 7TH FLOOR SAN FRANCISCO, CA94103 See Remarks Signatures /s/ Samantha Harnett 09/25/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The stock option vested and became exercisable with respect to 25% of the shares on November 10, 2016 and will vest and become exercisable thereafter in 36 additional monthly installments through November 10, 2019, subject to the Reporting Person's continued service to the Issuer. ( 2 )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 ( 3 )Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder and has no expiration date. ( 4 )The stock option vests and becomes exercisable in 48 equal monthly installments from May 1, 2017 to May 1, 2021, subject to the Reporting Person's continued service to the Issuer. ( 5 )Each restricted stock unit ("RSU") is convertible into one share of Class B common stock. ( 6 )The RSUs 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 Class A common stock, subject in each case to the Reporting Person's continued service to the Issuer.

Remarks: Vice President, General Counsel, and Secretary

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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