Sec Form 4 Filing - Herzog Carolyn @ Elastic N.V. - 2023-12-08

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
Herzog Carolyn
2. Issuer Name and Ticker or Trading Symbol
Elastic N.V. [ ESTC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Legal Officer
(Last) (First) (Middle)
C/O ELASTIC N.V., 88 KEARNY STREET, FLOOR 19
3. Date of Earliest Transaction (MM/DD/YY)
12/08/2023
(Street)
SAN FRANCISCO, CA94108
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 12/08/2023 A 18,564 ( 1 ) A $ 0 99,537 ( 2 ) D
Ordinary Shares 12/11/2023 S( 3 ) 2,913 D $ 114.97 96,624 D
Ordinary Shares 12/12/2023 M 14,000 A $ 78.3 110,624 D
Ordinary Shares 12/12/2023 S( 4 ) 1,320 D $ 116 109,304 D
Ordinary Shares 12/12/2023 S 4,914 D $ 115.537 104,390 D
Ordinary Shares 12/12/2023 S 14,000 D $ 115.43 ( 5 ) 90,390 D
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
Employee Stock Options (right to buy) $ 78.3 12/12/2023 M 14,000 ( 6 ) 06/07/2032 Ordinary Shares 14,000 $ 0 23,620 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Herzog Carolyn
C/O ELASTIC N.V.
88 KEARNY STREET, FLOOR 19
SAN FRANCISCO, CA94108
Chief Legal Officer
Signatures
/s/ Marielle Reints, by power of attorney 12/12/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The ordinary shares are represented by restricted stock units ("RSUs"), which vest in sixteen equal quarterly installments beginning on March 8, 2024.
( 2 )Includes 271 ordinary shares purchased under the Issuer's Employee Stock Purchase Plan on September 15, 2023.
( 3 )The ordinary shares were sold to satisfy the reporting person's tax obligations in connection with the vesting of RSUs. This sale was mandated by the Issuer's equity incentive plan which requires the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
( 4 )The sale of 1,320 ordinary shares was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 31, 2023.
( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.38 to $115.62, inclusive. 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 )The options vest in 48 equal monthly installments beginning on July 8, 2022. As of the transaction date 14,107 ordinary shares underlying the options had vested.

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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