X0306 4/A 2019-03-11 2019-03-13 0 0001707753 Elastic N.V. ESTC 0001611050 Benchmark Capital Management Co. VII, L.L.C. C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001507669 Benchmark Capital Partners VII, L.P. C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001507661 Benchmark Founders' Fund VII, L.P. C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001507670 Benchmark Founders' Fund VII-B, L.P. C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001663528 Benchmark Capital Partners VII - Annex, L.P. C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001572685 Cohler Matt C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190211 DUNLEVIE BRUCE C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190191 GURLEY J WILLIAM C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190213 HARVEY KEVIN C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001091435 LASKY MITCHELL C/O BENCHMARK CAPITAL PARTNERS 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 Ordinary Shares 9091250 I See footnote Ordinary Shares 53282 I See footnote Ordinary Shares 2019-03-11 4 J 0 86539 0.00 A 86539 I See footnote Ordinary Shares 2019-03-11 4 J 0 87690 0.00 A 87690 I See footnote Ordinary Shares 2019-03-12 4 S 0 615 81.0338 D 87075 I See footnote Ordinary Shares 2019-03-12 4 S 0 3001 81.8919 D 84074 I See footnote Ordinary Shares 2019-03-12 4 S 0 1692 82.9983 D 82382 I See footnote Ordinary Shares 2019-03-12 4 S 0 1526 83.7499 D 80856 I See footnote Ordinary Shares 2019-03-12 4 S 0 80856 82.60 D 0 I See footnote The shares are held by Benchmark Capital Partners VII, L.P. ("BCP VII"), as nominee for BCP VII, Benchmark Founders' Fund VII, L.P. ("BFF VII"), Benchmark Founders' Fund VII-B, L.P. ("BFF VII-B") and related persons. Benchmark Capital Management Co. VII, L.L.C. ("BCMC VII"), the general partner of each of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole voting and investment power over such shares. Matthew R. Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Mitchell H. Lasky, Steven M. Spurlock and Eric H. Vishria, the managing members of BCMC VII, may be deemed to share voting and investment power over these shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities). The shares are held by Benchmark Capital Partners VII - Annex, L.P. ("BCP - Annex"). BCMC VII, the general partner of BCP - Annex, may be deemed to have sole voting and investment power over such shares. Messrs. Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky, Spurlock and Vishria, the managing members of BCMC VII, may be deemed to share voting and investment power over these shares beneficially held by BCP - Annex. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities). Represents a pro-rata, in-kind distribution by Benchmark Capital Partners VII, L.P. ("BCP VII") and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. Shares are held by Matthew R. Cohler's family trust. Shares are held directly by J. William Gurley. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.40 to $81.26, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.40 to $82.37, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.40 to $83.37, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.40 to $84.06, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.60 to $82.6075, 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. This amended Form 4 is filed to reflect an adjustment (i) from 90,402 to 86,539 shares for the number of shares received indirectly by Mr. Cohler, (ii) from 3,863 to 0 shares for the number of shares sold by Mr. Cohler, (iii) from 84,719 to 87,690 shares for the number of shares received directly by Mr. Gurley, and (iv) from 84,719 shares to 87,690 shares sold by Mr. Gurley. Matthew R. Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Mitchell H. Lasky, Steven M. Spurlock and Eric H. Vishria, the managing members of BCMC VII, may be deemed to share voting and investment power over these shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities). /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C. 2019-03-22 /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Capital Partners VII, L.P. 2019-03-22 /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Founders' Fund VII, L.P. 2019-03-22 /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Founders' Fund VII-B, L.P. 2019-03-22 /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Capital Partners VII - Annex, L.P. 2019-03-22 /s/ Steven M. Spurlock, by power of attorney for Matthew R. Cohler 2019-03-22 /s/ Steven M. Spurlock, by power of attorney for Bruce W. Dunlevie 2019-03-22 /s/ Steven M. Spurlock, by power of attorney for J. William Gurley 2019-03-22 /s/ Steven M. Spurlock, by power of attorney for Kevin R. Harvey 2019-03-22 /s/ Steven M. Spurlock, by power of attorney for Mitchell H. Lasky 2019-03-22