Sec Form 4 Filing - SC US (TTGP), LTD. @ Eventbrite, Inc. - 2021-03-15

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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)
2800 SAND HILL ROAD, SUITE 101,
3. Date of Earliest Transaction (MM/DD/YY)
03/15/2021
(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
Class A Common Stock 03/15/2021 J( 1 ) 9,356 D $ 0 32,746 I By Sequoia Capital U.S. Venture 2010-Seed Fund, L.P. ( 2 )
Class A Common Stock 03/15/2021 C 2,144,713 A $ 0 2,144,713 I By Sequoia Capital U.S. Venture 2010 Fund, L.P. ( 2 )
Class A Common Stock 03/15/2021 C 235,707 A $ 0 235,707 I By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P. ( 2 )
Class A Common Stock 03/15/2021 C 47,589 A $ 0 47,589 I By Sequoia Capital U.S. Venture 2010 Partners Fund, L.P. ( 2 )
Class A Common Stock 03/15/2021 C 246,437 A $ 0 246,437 I By Sequoia Capital U.S. Growth Fund VII, L.P. ( 2 )
Class A Common Stock 03/15/2021 C 16,037 A $ 0 16,037 I By Sequoia Capital U.S. Growth VII Principals Fund, L.P. ( 2 )
Class A Common Stock 03/15/2021 J( 1 ) 2,144,713 D $ 0 0 I By Sequoia Capital U.S. Venture 2010 Fund, L.P. ( 2 )
Class A Common Stock 03/15/2021 J( 1 ) 235,707 D $ 0 0 I By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P. ( 2 )
Class A Common Stock 03/15/2021 J( 1 ) 47,589 D $ 0 0 I By Sequoia Capital U.S. Venture 2010 Partners Fund, L.P. ( 2 )
Class A Common Stock 03/15/2021 J( 1 ) 246,437 D $ 0 0 I By Sequoia Capital U.S. Growth Fund VII, L.P. ( 2 )
Class A Common Stock 03/15/2021 J( 1 ) 16,037 D $ 0 0 I By Sequoia Capital U.S. Growth VII Principals Fund, L.P. ( 2 )
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
Class B Common Stock ( 3 ) 03/15/2021 C 2,144,713 ( 3 ) ( 3 ) Class A Common Stock 2,144,713 $ 0 7,506,495 I By Sequoia Capital U.S. Venture 2010 Fund, L.P. ( 2 )
Class B Common Stock ( 3 ) 03/15/2021 C 235,707 ( 3 ) ( 3 ) Class A Common Stock 235,707 $ 0 824,975 I By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P. ( 2 )
Class B Common Stock ( 3 ) 03/15/2021 C 47,589 ( 3 ) ( 3 ) Class A Common Stock 47,589 $ 0 166,561 I By Sequoia Capital U.S. Venture 2010 Partners Fund, L.P. ( 2 )
Class B Common Stock ( 3 ) 03/15/2021 C 246,437 ( 3 ) ( 3 ) Class A Common Stock 246,437 $ 0 862,530 I By Sequoia Capital U.S. Growth Fund VII, L.P. ( 2 )
Class B Common Stock ( 3 ) 03/15/2021 C 16,037 ( 3 ) ( 3 ) Class A Common Stock 16,037 $ 0 56,130 I By Sequoia Capital U.S. Growth VII Principals Fund, L.P. ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SC US (TTGP), LTD.
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.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SC U.S. Growth VII Management, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL U.S. VENTURE 2010-SEED FUND, 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. 03/17/2021
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 03/17/2021
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 03/17/2021
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 03/17/2021
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. 03/17/2021
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. 03/17/2021
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. 03/17/2021
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. 03/17/2021
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-Seed Fund, L.P. 03/17/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a pro rata distribution of Class A Common Stock of the Issuer to partners or members for no consideration and includes subsequent distributions by general partners or managing members to their respective partners or members.
( 2 )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., Sequoia Capital U.S. Venture 2010 Partners Fund, L.P. and Sequoia Capital U.S. Venture 2010-Seed 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.
( 3 )The Issuer's Class B Common Stock is convertible into the Issuer's Class A Common Stock on a one-for-one basis at the Reporting Person's election and has no expiration date.

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