S-8

As filed with the U.S. Securities and Exchange Commission on March 1, 2021.

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Eventbrite, Inc.
(Exact name of registrant as specified in its charter)
_______________________________
Delaware (State or other jurisdiction of incorporation or organization)		14-1888467(I.R.S. Employer Identification Number)
155 5th Street, 7th Floor
San Francisco, California 94103
(Address of Registrant’s Principal Executive Offices) _____________________________
Eventbrite, Inc. 2018 Stock Option and Incentive Plan Eventbrite, Inc. 2018 Employee Stock Purchase Plan
(Full titles of the plans) _____________________________
Julia D. Hartz
Chief Executive Officer
Eventbrite, Inc.
155 5th Street, 7th Floor
San Francisco, California 94103
(Name and address of agent for service) _____________________________
(415) 692-7779 (Telephone number, including area code, of agent for service) _____________________________
Copies to:
Kathleen Wells Ashley Wagner Latham and Watkins LLP 140 Scott Drive Menlo Park, California 94025 (650) 328-4600	Julia D. Taylor Eventbrite, Inc. 155 5th Street, 7th Floor San Francisco, California 94103 (415) 692‑7779

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company ¨
	Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.    ¨

_____________________________

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Class A common stock, $0.00001 par value per share:
—reserved for issuance pursuant to the     Eventbrite, Inc. 2018 Stock Option and     Incentive Plan	4,632,363(2)	$20.18(3)	$93,481,085.34	$10,198.79
—reserved for issuance pursuant to the Eventbrite, Inc. 2018 Employee Stock Purchase Plan	926,472(4)	$17.15(5)	$15,891,774.22	$1,733.80
TOTAL:	5,558,835		$109,372,859.56	$11,932.59

(1)	Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Class A common stock (“Class A common stock”) that become issuable under the Registrant’s 2018 Stock Option and Incentive Plan(the “2018 Plan”) and the Registrant’s 2018 Employee Stock Purchase Plan (“2018 ESPP”) by reason of any stock dividend, stock split or similar transaction effected without the receipt of consideration that results in an increase in the number of the outstanding shares of Class A common stock.
(2)	Represents shares of Class A common stock that were automatically added to the shares authorized for issuance under the 2018 Plan on January 1, 2021 pursuant to an “evergreen” provision contained in the 2018 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2018 Plan automatically increases on January 1st of each year by five percent (5%) of the total number of shares of the Registrant’s Class A common stock and Class B common stock (“Class B common stock”) issued and outstanding as of the immediately preceding December 31st or such lesser number of shares as approved by the Registrant’s board of directors or the Registrant’s compensation committee.
(3)	Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $20.18 per share, which is the average of the high and low prices of Class A common stock on February 23, 2021, as reported on the New York Stock Exchange.
(4)	Represents shares of Class A common stock that were automatically added to the shares authorized for issuance under the 2018 ESPP on January 1, 2021 pursuant to an “evergreen” provision contained in the 2018 ESPP. Pursuant to such provision, the number of shares reserved for issuance under the 2018 ESPP automatically increases on January 1st of each year by the lesser of (i) 1,534,500 shares of Class A common stock, (ii) one percent (1%) of the total number of shares of Class A common stock and Class B common stock issued and outstanding as of the immediately preceding December 31st or (iii) such lesser number of shares of Class A common stock as approved by the administrator of the 2018 ESPP, which is a person or persons appointed by the Registrant’s board of directors.
(5)	Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of 85% of $20.18 per share, which is the average of the high and low prices of Class A common stock on February 23, 2021, as reported on the New York Stock Exchange. Pursuant to the 2018 ESPP, the purchase price of the shares of Class A common stock reserved for issuance thereunder will be at least 85% of the lower of the fair market value of a share of Class A common stock on the first day of trading of the offering period or on the exercise date.

REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement on Form S-8 is being filed by Eventbrite, Inc. (the “Registrant”) to register 4,632,363 additional shares of Class A common stock, par value $0.00001 per share, reserved for issuance under the 2018 Plan and 926,472 additional shares of Class A common stock, par value $0.00001 per share, reserved for issuance under the 2018 ESPP.

Pursuant to General Instruction E of Form S-8 regarding Registration of Additional Securities, the contents of the Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on September 20, 2018, as amended on September 28, 2018 (File No. 333-227433), March 7, 2019 (File No. 333-230141) and March 2, 2020 (File No. 333-236842) are hereby incorporated by reference in this Registration Statement to the extent not replaced hereby.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of Form S-8 to be contained in the Section 10(a) prospectusis not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Commission. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

The following documents filed with the Commission by the Registrant are incorporated by reference into this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on March 1, 2021 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

(b) The description of the Registrant’s Class A common stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-38658) filed with the Commission on September 17, 2018 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the Registration Statement which indicates that all of the shares registered hereunder have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8.    Exhibits.

Exhibit Number	Exhibit Title	Form	File No.	Exhibit	Filing Date	Filed Herewith
4.1	Form of Class A common stock certificate of the Registrant.	S-1	333-226978	4.1	9/7/18
4.2	Eventbrite, Inc. 2018 Stock Option and Incentive Plan and forms of agreements thereunder.	10-K	001-38658	10.9	3/7/19
4.3	Eventbrite, Inc. 2018 Employee Stock Purchase Plan.	S-1	333-226978	10.10	8/23/18
5.1	Opinion of Latham & Watkins LLP.					X
23.1	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.					X
23.2	Consent of Latham & Watkins LLP (included in Exhibit 5.1).
24.1	Power of Attorney (contained on signature page hereto).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on March 1, 2021.

EVENTBRITE, INC.

By:     /s/ Julia Hartz                    

Julia Hartz

Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Julia Hartz, Charles Baker and Julia Taylor, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 of Eventbrite, Inc., and any or all amendments (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Julia Hartz Julia Hartz	Chief Executive Officer and Director (Principal Executive Officer)	March 1, 2021
/s/ Charles Baker Charles Baker	Chief Financial Officer (Principal Financial Officer)	March 1, 2021
/s/ Xiaojing Fan Xiaojing Fan	Chief Accounting Officer (Principal Accounting Officer)	March 1, 2021
/s/ Katherine August-deWilde Katherine August-deWilde	Director	March 1, 2021
/s/ Roelof Botha Roelof Botha	Lead Independent Director	March 1, 2021
/s/ Kevin Hartz Kevin Hartz	Chairman and Director	March 1, 2021
/s/ Jane Lauder Jane Lauder	Director	March 1, 2021
/s/ Sean P. Moriarty Sean P. Moriarty	Director	March 1, 2021
/s/ Helen Riley Helen Riley	Director	March 1, 2021
/s/ Steffan C. Tomlinson Steffan C. Tomlinson	Director	March 1, 2021
/s/ Naomi Wheeless Naomi Wheeless	Director	March 1, 2021

EX-5.1

140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh Düsseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid Washington, D.C. Milan March 1, 2021 Eventbrite, Inc. 155 5th Street, 7th Floor San Francisco, CA 94103 Re: Registration Statement on Form S-8; 5,558,835 shares of Class A common stock of Eventbrite, Inc., par value $0.00001 per share Ladies and Gentlemen: We have acted as special counsel to Eventbrite, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of an aggregate of 5,558,835 shares of Class A common stock of the Company, par value $0.00001 per share (the “Common Stock”), consisting of 4,632,363 shares of Common Stock (the “2018 Plan Shares”) issuable under the Company’s 2018 Stock Option and Incentive Plan (the “2018 Plan”) and 926,472 shares of Common Stock (together with the 2018 Plan Shares, the “Shares”) issuable under the Company’s 2018 Employee Stock Purchase Plan (together with the 2018 Plan, the “Plans”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on March 1, 2021 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related prospectuses, other than as expressly stated herein with respect to the issue of the Shares. As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.

March 1, 2021 Page 2 Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Plans, assuming in each case that the individual issuances, grants or awards under the Plans are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL. This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ Latham & Watkins LLP

EX-23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement​ ​on Form S-8 of Eventbrite, Inc. of our report dated March 1, 2021 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Eventbrite, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2020. San Jose, California March 1, 2021