UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)¹

e.l.f. Beauty, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

26856L103

(CUSIP Number)

MARIO D. CIBELLI

C/O MARATHON PARTNERS EQUITY MANAGEMENT, LLC

One Grand Central Place

60 East 42nd Street, Suite 2306

New York, New York 10165

(212) 490-0399

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 25, 2019

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent. 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 26856L103

	1	NAME OF REPORTING PERSON
			Marathon Partners L.P.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			NEW YORK
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					2,950,000
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					2,950,000
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			2,950,000
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			6.1%
	14	TYPE OF REPORTING PERSON
			PN

2

CUSIP NO. 26856L103

	1	NAME OF REPORTING PERSON
			Marathon Focus Fund L.P.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					400,000
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					400,000
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			400,000
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			Less than 1%
	14	TYPE OF REPORTING PERSON
			PN

3

CUSIP NO. 26856L103

	1	NAME OF REPORTING PERSON
			Marathon Partners LUX Fund, L.P.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					-0-
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					800,000
PERSON WITH			9	SOLE DISPOSITIVE POWER
					-0-
			10	SHARED DISPOSITIVE POWER
					800,000
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			800,000
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			1.7%
	14	TYPE OF REPORTING PERSON
			PN

4

CUSIP NO. 26856L103

	1	NAME OF REPORTING PERSON
			Cibelli Research & Management, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					-0-
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,200,000
PERSON WITH			9	SOLE DISPOSITIVE POWER
					-0-
			10	SHARED DISPOSITIVE POWER
					1,200,000
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			1,200,000
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			2.5%
	14	TYPE OF REPORTING PERSON
			OO

5

CUSIP NO. 26856L103

	1	NAME OF REPORTING PERSON
			Marathon Partners Equity Management, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					4,150,000
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					4,150,000
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			4,150,000
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			8.6%
	14	TYPE OF REPORTING PERSON
			IA

6

CUSIP NO. 26856L103

	1	NAME OF REPORTING PERSON
			Mario D. Cibelli
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			PF, AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					10,200
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					4,150,000
PERSON WITH			9	SOLE DISPOSITIVE POWER
					10,200
			10	SHARED DISPOSITIVE POWER
					4,150,000
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			4,160,200
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			8.6%
	14	TYPE OF REPORTING PERSON
			IN

7

CUSIP NO. 26856L103

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (the “Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by each of Partners LP, Focus Fund and Lux Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 2,950,000 Shares beneficially owned by Partners LP is approximately $53,498,404, excluding brokerage commissions. The aggregate purchase price of the 400,000 Shares beneficially owned by Focus Fund is approximately $7,138,347, excluding brokerage commissions. The aggregate purchase price of the 800,000 Shares beneficially owned by Lux Fund is approximately $15,189,423, excluding brokerage commissions.

The Shares held in Mr. Cibelli’s personal accounts and in the accounts of his family members were purchased in the open market with personal funds. The aggregate purchase price of the 10,200 Shares held in Mr. Cibelli’s personal accounts and in the accounts of his family members is approximately $204,123, excluding brokerage commissions.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On January 25, 2019, Marathon Partners delivered a letter (the “Letter”) to the Issuer’s board of directors (the “Board”) recommending, among other things, that the Board undertake a comprehensive review of the Issuer’s operating strategy, corporate governance practices and executive compensation plans. Marathon Partners also delivered a list of current questions (the “Questions”) to the Issuer along with the Letter.

In the Letter, Marathon Partners stated its belief that the Issuer must adjust its operating strategy by resizing the organization, without regard to protected interests, to reflect the current dynamics of the business and industry.

To be consistent with best practices for corporate governance and to address what it views as TPG Growth II Advisors, Inc.’s (“TPG”) outsized level of influence and control over the Issuer, Marathon Partners recommended three courses of action for the Issuer:

· Separate the role of Chairman and CEO;

· Assign a non-TPG-designated director to the role of Lead Independent Director; and

· Engage independent counsel to fully reassess the Second Amended and Restated Stockholders Agreement (the “Agreement”) entered into on March 3, 2017 between the Issuer, TPG elf Holdings, L.P., J.A. Cosmetics Corp., certain of the Issuer’s executives (including Chairman and CEO Tarang Amin) and their related family trusts.

8

CUSIP NO. 26856L103

Marathon Partners expressed its concerns with the Agreement in the Letter, noting apparent deficiencies in the process through which the Issuer entered into the Agreement. Marathon Partners further stated that TPG’s designation of a third director to the Board at the Issuer’s previous two annual meetings of shareholders appeared to be excessive based on TPG’s ownership of less than 30% of the Issuer’s outstanding shares. Marathon Partners also cited concerns over an apparent lack of oversight from independent legal counsel to the Board and the Nominating and Corporate Governance Committee during the negotiation and execution of the Agreement.

Marathon Partners also stated in the Letter that it believes significant executive compensation changes are necessary due to compensation being excessive and widely disconnected from the Issuer’s poor stock performance. Marathon Partners also highlighted the historical conflicts of interest resulting from two TPG-designated directors serving on the Board’s Compensation Committee while negotiating compensation with an executive of the Issuer who has prior and current employment relationships with TPG-related companies.  The Letter further stated that independent proxy advisory firm ISS reported in its 2018 proxy analysis report that Mr. Amin’s compensation was “misaligned” from performance and was approximately 8x the median of the Issuer’s peer group.  Marathon Partners suggested in the Letter that the Issuer should consider significant reductions in executive compensation and make use of equity instruments aimed at improving shareholder value.

Marathon Partners also stated in the Letter its belief that, given the current share price, the Issuer should approve a share repurchase authorization to return capital to long-term shareholders while pursuing meaningful cost reductions.

Marathon Partners concluded the Letter by stating that it remains willing to engage in constructive dialogue and discussions with the Board regarding the meaningful changes it believes are necessary to address the Issuer’s operational and corporate governance issues.

The foregoing description of the Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter, which is filed as Exhibit 99.1, and is incorporated herein by reference. The foregoing description of the Questions does not purport to be complete and is qualified in its entirety by reference to the full text of the Questions, which is filed as Exhibit 99.2, and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Items 5(a)-(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each Reporting Person is based upon 48,254,861 Shares outstanding, which is the total number of Shares outstanding as of October 31, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 6, 2018.

A. Partners LP

(a) As of the close of business on January 28, 2019, Partners LP beneficially owned 2,950,000 Shares.

Percentage: Approximately 6.1%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,950,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,950,000

9

CUSIP NO. 26856L103

(c) Partners LP has not entered into an transactions in the Shares during the past sixty days.

B. Focus Fund

(a) As of the close of business on January 28, 2019, Focus Fund beneficially owned 400,000 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 400,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 400,000

(c) The transaction in the Shares by Focus Fund during the past sixty days is set forth in Schedule A and is incorporated herein by reference.

C. Lux Fund

(a) As of the close of business on January 28, 2019, Lux Fund beneficially owned 800,000 Shares.

Percentage: Approximately 1.7%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 800,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 800,000

(c) The Lux Fund has not entered into any transactions in the Shares in the past sixty days.

D. Cibelli Research

(a) Cibelli Research, as the general partner of each of Focus Fund and Lux Fund, may be deemed the beneficial owner of the (i) 400,000 Shares owned by Focus Fund and (ii) 800,000 Shares owned by Lux Fund.

Percentage: Approximately 2.5%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,200,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,200,000

(c) Cibelli Research has not entered into any transactions in the Shares during the past sixty days. The transaction in the Shares on behalf of Focus Fund during the past sixty days is set forth in Schedule A and is incorporated herein by reference.

10

CUSIP NO. 26856L103

E. Marathon Partners

(a) Marathon Partners, as the investment manager of each of Partners LP, Focus Fund and Lux Fund and the general partner of Partners LP, may be deemed the beneficial owner of the (i) 2,950,000 Shares owned by Partners LP; (ii) 400,000 Shares owned by Focus Fund and (iii) 800,000 Shares owned by Lux Fund.

Percentage: Approximately 8.6%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,150,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,150,000

(c) Marathon Partners has not entered into any transactions in the Shares during the past sixty days. The transaction in the Shares on behalf of Focus Fund during the past sixty days is set forth in Schedule A and is incorporated herein by reference.

F. Mr. Cibelli

(a) As of the close of business on January 28, 2019, 10,200 Shares were held in Mr. Cibelli’s personal accounts and in the accounts of his family members. Mr. Cibelli, as the managing member of each of Cibelli Research and Marathon Partners, may be deemed the beneficial owner of the (i) 2,950,000 Shares owned by Partners LP; (ii) 400,000 Shares owned by Focus Fund and (iii) 800,000 Shares owned by Lux Fund.

Percentage: Approximately 8.6%

(b) 1. Sole power to vote or direct vote: 10,200
2. Shared power to vote or direct vote: 4,150,000
3. Sole power to dispose or direct the disposition: 10,200
4. Shared power to dispose or direct the disposition: 4,150,000

(c) Mr. Cibelli has not entered into any transactions in the Shares during the past sixty days. The transaction in the Shares on behalf of Focus Fund during the past sixty days is set forth in Schedule A and is incorporated herein by reference.

Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

Lux Fund has purchased in the over the counter market put options referencing an aggregate of 133,400 Shares, which have an exercise price of $7.50 and expire on February 15, 2019.

11

CUSIP NO. 26856L103

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1 Letter to the Board, dated January 25, 2019.

99.2 Questions to the Board, dated January 25, 2019.

12

CUSIP NO. 26856L103

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 28, 2019

Marathon Partners L.P
By:	Marathon Partners Equity Management, LLC, its General Partner
By:	/s/ Mario D. Cibelli
	Name:	Mario D. Cibelli
	Title:	Managing Member

Marathon Focus Fund L.P.
By:	Cibelli Research & Management, LLC, its General Partner
By:	/s/ Mario D. Cibelli
	Name:	Mario D. Cibelli
	Title:	Managing Member

Marathon Partners LUX Fund, L.P.
By:	Cibelli Research & Management, LLC, its General Partner
By:	/s/ Mario D. Cibelli
	Name:	Mario D. Cibelli
	Title:	Managing Member

Cibelli Research & Management, LLC
By:	/s/ Mario D. Cibelli
	Name:	Mario D. Cibelli
	Title:	Managing Member

Marathon Partners Equity Management, LLC
By:	/s/ Mario D. Cibelli
	Name:	Mario D. Cibelli
	Title:	Managing Member

/s/ Mario D. Cibelli

MARIO D. CIBELLI

13

CUSIP NO. 26856L103

SCHEDULE A

Transaction in the Shares of the Issuer During the Past Sixty Days

Nature of the Transaction Securities Purchased/(Sold) Price Per Share($) Date of Purchase / Sale

Marathon Focus Fund L.P.

Purchase of Common Stock 17,500 12.7400 11/30/2018