Sec Form 4 Filing - SC US (TTGP), LTD. @ Eventbrite, Inc. - 2018-09-24

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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
SC US (TTGP), LTD.
2. Issuer Name and Ticker or Trading Symbol
Eventbrite, Inc. [ EB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SEQUOIA CAPITAL, 2800 SAND HILL ROAD, SUITE 101
3. Date of Earliest Transaction (MM/DD/YY)
09/24/2018
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Series B Convertible Preferred Stock ( 3 ) 09/24/2018 C 2,052,147 ( 3 ) ( 3 ) Class B Common Stock 2,052,147 $ 0 0 I By Sequoia Capital U.S. Venture 2010 Fund, L.P. ( 5 )
Series B Convertible Preferred Stock ( 3 ) 09/24/2018 C 225,590 ( 3 ) ( 3 ) Class B Common Stock 225,590 $ 0 0 I By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P. ( 5 )
Series B Convertible Preferred Stock ( 3 ) 09/24/2018 C 45,536 ( 3 ) ( 3 ) Class B Common Stock 45,536 $ 0 0 I By Sequoia Capital U.S. Venture 2010 Partners Fund, L.P. ( 5 )
Series C Convertible Preferred Stock ( 3 ) 09/24/2018 C 7,579,548 ( 3 ) ( 3 ) Class B Common Stock 7,579,548 $ 0 0 I By Sequoia Capital U.S. Venture 2010 Fund, L.P. ( 5 )
Series C Convertible Preferred Stock ( 3 ) 09/24/2018 C 833,209 ( 3 ) ( 3 ) Class B Common Stock 833,209 $ 0 0 I By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P. ( 5 )
Series C Convertible Preferred Stock ( 3 ) 09/24/2018 C 168,187 ( 3 ) ( 3 ) Class B Common Stock 168,187 $ 0 0 I By Sequoia Capital U.S. Venture 2010 Partners Fund, L.P. ( 5 )
Series D Convertible Preferred Stock ( 3 ) 09/24/2018 C 515,545 ( 3 ) ( 3 ) Class B Common Stock 515,545 $ 0 0 I By Sequoia Capital U.S. Venture 2010 Fund, L.P. ( 5 )
Series D Convertible Preferred Stock ( 3 ) 09/24/2018 C 56,673 ( 3 ) ( 3 ) Class B Common Stock 56,673 $ 0 0 I By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P. ( 5 )
Series D Convertible Preferred Stock ( 3 ) 09/24/2018 C 11,440 ( 3 ) ( 3 ) Class B Common Stock 11,440 $ 0 0 I By Sequoia Capital U.S. Venture 2010 Partners Fund, L.P. ( 5 )
Series G Convertible Preferred Stock ( 4 ) 09/24/2018 C 539,380 ( 4 ) ( 4 ) Class B Common Stock 576,325 $ 0 0 I By Sequoia Capital U.S. Venture 2010 Fund, L.P. ( 5 )
Series G Convertible Preferred Stock ( 4 ) 09/24/2018 C 59,022 ( 4 ) ( 4 ) Class B Common Stock 63,064 $ 0 0 I By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P. ( ( 5 )
Series G Convertible Preferred Stock ( 4 ) 09/24/2018 C 11,963 ( 4 ) ( 4 ) Class B Common Stock 12,782 $ 0 0 I By Sequoia Capital U.S. Venture 2010 Partners Fund, L.P. ( 5 )
Class B Common Stock ( 1 ) ( 2 ) 09/24/2018 J( 1 ) 10,723,565 ( 2 ) ( 2 ) Class A Common Stock 10,723,565 $ 0 10,723,565 I By Sequoia Capital U.S. Venture 2010 Fund, L.P. ( 5 )
Class B Common Stock ( 1 ) ( 2 ) 09/24/2018 J( 1 ) 1,178,536 ( 2 ) ( 2 ) Class A Common Stock 1,178,536 $ 0 1,178,536 I By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P. ( 5 )
Class B Common Stock ( 1 ) ( 2 ) 09/24/2018 J( 1 ) 237,945 ( 2 ) ( 2 ) Class A Common Stock 237,945 $ 0 237,945 I By Sequoia Capital U.S. Venture 2010 Partners Fund, L.P. ( 5 )
Class B Common Stock ( 1 ) ( 2 ) ( 2 ) 09/24/2018 J( 1 ) 1,232,186 ( 2 ) ( 2 ) Class A Common Stock 1,232,186 $ 0 1,232,186 I By Sequoia Capital U.S. Growth Fund VII, L.P. ( 5 )
Class B Common Stock ( 1 ) ( 2 ) ( 2 ) 09/24/2018 J( 1 ) 80,186 ( 2 ) ( 2 ) Class A Common Stock 80,186 $ 0 80,186 I By Sequoia Capital U.S. Growth VII Principals Fund, L.P. ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SC US (TTGP), LTD.
C/O SEQUOIA CAPITAL
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL U.S. VENTURE 2010 FUND, L.P.
C/O SEQUOIA CAPITAL
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Sequoia Capital U.S. Venture 2010 Partners Fund, L.P.
C/O SEQUOIA CAPITAL
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P.
C/O SEQUOIA CAPITAL
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SC U.S. VENTURE 2010 MANAGEMENT, L.P.
C/O SEQUOIA CAPITAL
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL U.S. GROWTH FUND VII, L.P.
C/O SEQUOIA CAPITAL
2800 SAND HILL ROAD SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND, L.P.
C/O SEQUOIA CAPITAL
2800 SAND HILL ROAD SUITE 101
MENLO PARK, CA94025
X
SC U.S. Growth VII Management, L.P.
C/O SEQUOIA CAPITAL
2800 SAND HILL ROAD SUITE 101
MENLO PARK, CA94025
X
Signatures
/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd. 09/25/2018
Signature of Reporting Person Date
/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture 2010 Management, L.P., the General Partner of Sequoia Capital U.S. Venture 2010 Fund LP 09/25/2018
Signature of Reporting Person Date
/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture 2010 Management, L.P., the General Partner of Sequoia Capital U.S. Venture 2010 Partners Fund LP 09/25/2018
Signature of Reporting Person Date
/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture 2010 Management, L.P., the General Partner of Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP 09/25/2018
Signature of Reporting Person Date
/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture 2010 Management, L.P. 09/25/2018
Signature of Reporting Person Date
/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P. 09/25/2018
Signature of Reporting Person Date
/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P., the General Partner of Sequoia Capital U.S. Growth Fund VII, L.P. 09/25/2018
Signature of Reporting Person Date
/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P., the General Partner of Sequoia Capital U.S. Growth VII Principals Fund, L.P 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 )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. Immediately following the conversion of the Issuer's convertible preferred common stock into common stock and immediately prior to the closing of the Issuer's initial public offering, each such share of common stock issued upon conversion thereof was reclassified into one share of Class B common stock.
( 3 )Each share of Series B preferred stock, Series C preferred stock and Series D preferred stock automatically converted into common stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering of Class A common stock and has no expiration date or conversion price. Immediately following the conversion of the Issuer's convertible preferred common stock into common stock and immediately prior to the closing of the Issuer's initial public offering, each such share of common stock issued upon conversion thereof was reclassified into one share of Class B common stock.
( 4 )The Series G preferred stock automatically converted into common stock on a 1:1.0685 basis immediately prior to the closing of the Issuer's initial public offering of Class A common stock and has no expiration date. Immediately following the conversion of the Issuer's Series G preferred stock into common stock and immediately prior to the closing of the Issuer's initial public offering, each such share of common stock issued upon conversion thereof was reclassified into one share of Class B common stock
( 5 )SC US (TTGP), Ltd. is the general partner of SC U.S. Venture 2010 Management, L.P., which is the general partner of each of Sequoia Capital U.S. Venture 2010 Fund, L.P., Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P. and Sequoia Capital U.S. Venture 2010 Partners Fund, L.P., or collectively, the SC 2010 Funds. SC US (TTGP), Ltd. is the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, L.P. and Sequoia Capital U.S. Growth VII Principals Fund, L.P., or collectively, the SC USGF VII Funds. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

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