Sec Form 4 Filing - Volpi Michelangelo @ Elastic N.V. - 2019-06-10

Insider filing report for Changes in Beneficial Ownership
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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
Volpi Michelangelo
2. Issuer Name and Ticker or Trading Symbol
Elastic N.V. [ ESTC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ELASTIC N.V., 800 WEST EL CAMINO REAL, SUITE 350
3. Date of Earliest Transaction (MM/DD/YY)
06/10/2019
(Street)
MOUNTAIN VIEW, CA94040
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
Ordinary Shares 06/10/2019 S( 1 ) 626,538 ( 1 ) D $ 81.39 5,571,502 I See footnotes ( 2 ) ( 3 ) ( 7 )
Ordinary Shares 06/10/2019 S( 4 ) 18,626 ( 4 ) D $ 81.567 ( 5 ) 5,552,876 I See footnotes ( 6 ) ( 7 )
Ordinary Shares 06/10/2019 S( 8 ) 13,376 ( 8 ) D $ 82.807 ( 9 ) 5,539,500 I See footnotes ( 7 ) ( 10 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Volpi Michelangelo
C/O ELASTIC N.V.
800 WEST EL CAMINO REAL, SUITE 350
MOUNTAIN VIEW, CA94040
X
Signatures
/s/ Michael Volpi 06/12/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 541,362 shares sold by Index Ventures IV (Jersey) LP ("Index Ventures IV"), 82,525 shares sold by Index Ventures IV Parallel Entrepreneur Fund (Jersey) LP ("Index Ventures IV Parallel"), and 2,651 shares sold by Index Ventures VI Parallel Entrepreneur Fund (Jersey) LP ("Index Ventures VI Parallel").
( 2 )Represents 1,640,232, 155,691, 3,548,566, 71,628, 69,682 and 85,703 shares held directly by Index Ventures IV, Index Ventures IV Parallel, Index Ventures VI (Jersey) LP ("Index Ventures VI" and, together with Index Ventures IV, Index Ventures IV Parallel and Index Ventures VI Parallel, the "Index Funds"), Index Ventures VI Parallel, Yucca (Jersey) SLP ("Yucca") and Index Ventures Associates IV Limited ("Index Ventures IV GP"). Index Ventures IV GP is managing general partner of Index Ventures IV and Index Ventures IV Parallel. Yucca is an Index co-investment vehicle that is contractually required to mirror the Index Funds' investment in the shares.
( 3 )On May 10, 2019, Hexavest S.a.r.l. ("Hexavest") distributed, for no consideration, all 6,571,709 Ordinary Shares held by it to each of its shareholders, consisting of the Index Funds and Yucca, in an amount representing each such shareholder's pro rata interest in the shares held by Hexavest, and on June 10, 2019, each of Index Ventures IV and Index Ventures VI distributed to their respective partners, for no consideration, certain of the shares received by them in the Hexavest distribution in an amount representing each such partner's pro rata interest in the shares held by Index Ventures IV and Index Ventures VI, respectively. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
( 4 )Represents 16,791 shares sold by Index Ventures IV GP and 1,835 shares sold by Yucca.
( 5 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.39 - $82.39. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 6 )Represents 1,640,232, 155,691, 3,548,566, 71,628, 67,847 and 68,912 shares held directly by Index Ventures IV, Index Ventures IV Parallel, Index Ventures VI, Index Ventures VI Parallel, Yucca and Index Ventures IV GP.
( 7 )Mr. Volpi is co-president of Index Ventures (US) Inc. which provides certain consultancy services to the Index Funds' affiliates. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
( 8 )Represents 12,056 shares sold by Index Ventures IV GP and 1,320 shares sold by Yucca.
( 9 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.39 - $83.30. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 10 )Represents 1,640,232, 155,691, 3,548,566, 71,628, 66,527 and 56,856 shares held directly by Index Ventures IV, Index Ventures IV Parallel, Index Ventures VI, Index Ventures VI Parallel, Yucca and Index Ventures IV GP.

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