SC 13G 1 tpggrowthiielf13g_210.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

  
  Washington, D.C. 20549  

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

                 e.l.f. Beauty, Inc.                

(Name of Issuer)

 

                        Common Stock, par value $0.01 per share                     

(Title of Class of Securities)

 

                               26856L103                               

(CUSIP Number)

                          December 31, 2016                           

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
o Rule 13d-1(c)
x Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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 13G Page 2 of 9
1

NAME OF REPORTING PERSON

 

TPG Growth II Advisors, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

 

(b) o

 

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware



NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 5 SOLE VOTING POWER

- 0 -
6 SHARED VOTING POWER

19,304,548 (See Item 2(a))
7

SOLE DISPOSITIVE POWER

- 0 -

8 SHARED DISPOSITIVE POWER

19,304,548 (See Item 2(a))
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

19,304,548 (See Item 2(a))

 

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

42.7% (1)
12

TYPE OF REPORTING PERSON


CO

           

(1) Based on a total of 45,257,137 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of November 1, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) on November 14, 2016.

 

 

 

 

CUSIP No. 26856L103 13G Page 3 of 9
1

NAME OF REPORTING PERSON

 

David Bonderman

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

 

(b) o

 

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION

United States



NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 5 SOLE VOTING POWER

- 0 -
6 SHARED VOTING POWER

19,304,548 (See Item 2(a))
7

SOLE DISPOSITIVE POWER

- 0 -

8 SHARED DISPOSITIVE POWER

19,304,548 (See Item 2(a))
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

19,304,548 (See Item 2(a))

 

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

42.7% (2)
12

TYPE OF REPORTING PERSON


IN

           

(2) Based on a total of 45,257,137 shares of Common Stock outstanding as of November 1, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 14, 2016.

 

 

 

 

 

 

CUSIP No. 26856L103 13G Page 4 of 9
1

NAME OF REPORTING PERSON

 

James G. Coulter

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

 

(b) o

 

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION

United States



NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 5 SOLE VOTING POWER

- 0 -
6 SHARED VOTING POWER

19,304,548 (See Item 2(a))
7

SOLE DISPOSITIVE POWER

- 0 -

8 SHARED DISPOSITIVE POWER

19,304,548 (See Item 2(a))
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

19,304,548 (See Item 2(a))

 

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

42.7% (3)
12

TYPE OF REPORTING PERSON


IN

           

(3) Based on a total of 45,257,137 shares of Common Stock outstanding as of November 1, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 14, 2016.

 

 

 

 

 

 

 

Item 1

 

 

 (a).

Name of Issuer:

e.l.f. Beauty, Inc. (the “Issuer”)

Item 1

 

 

 (b).

Address of Issuer’s Principal Executive Offices:

570 10th Street

Oakland, California 94607

 
 
Item 2 (a).

Name of Person Filing:

 

This Schedule 13G is being filed jointly by TPG Growth II Advisors, Inc., a Delaware corporation (“Growth II Advisors”), David Bonderman and James G. Coulter (each, a “Reporting Person” and, together, the “Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act.

 

Growth II Advisors is the general partner of TPG elf Holdings, L.P. (“TPG elf Holdings”), which directly holds 19,304,548 shares of Common Stock.

 

Because of Growth II Advisors’ relationship to the TPG elf Holdings, Growth II Advisors may be deemed to beneficially own the shares of Common Stock directly held by TPG elf Holdings.

 

David Bonderman and James G. Coulter are sole shareholders of Growth II Advisors, and may therefore be deemed to beneficially own the shares of Common Stock held by TPG elf Holdings. Messrs. Bonderman and Coulter disclaim beneficial ownership of the shares of Common Stock held by TPG elf Holdings except to the extent of their pecuniary interest therein.

Item 2 (b).

Address of Principal Business Office or, if none, Residence:

 

The principal business address of each of the Reporting Persons is as follows:

 

c/o TPG Global, LLC

301 Commerce Street, Suite 3300

Fort Worth, Texas 76102

Item 2 (c). Citizenship:
See responses to Item 4 on each cover page.
Item 2 (d). Title of Class of Securities:
Common Stock, $0.01 par value (“Common Stock”)
Item 2 (e). CUSIP Number:
26856L103

 

  Page 5 of 9 

 

 
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  (a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
  (b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
  (f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
  (g) o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
  (h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
  (j) o A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
  (k) o

Group, in accordance with Rule 13d–1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with

§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

Item 4.

 

Ownership


(a) AMOUNT BENEFICIALLY OWNED:

 

See responses to Item 9 on each cover page.

 

(b) PERCENT OF CLASS:

 

See responses to Item 11 on each cover page.

 

(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

 

(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE

 

See responses to Item 5 on each cover page.

 

(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE

 

See responses to Item 6 on each cover page.

 

(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

 

 See responses to Item 7 on each cover page.

 

(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

 

See responses to Item 8 on each cover page.

 

  Page 6 of 9 

 

Item 5.   Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o
 
Item 6.   Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
 
Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
See response to Item 2(a) above.
 
Item 8.   Identification and Classification of Members of the Group
TPG elf Holdings has entered into an Amended and Restated Stockholders Agreement, dated as of September 21, 2016 (as amended by Amendment No. 1, dated as of December 23, 2016, the “Stockholders Agreement”), with certain other holders (the “Holders”) of shares of Common Stock.  Because of the relationship between TPG elf Holdings and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to beneficially own the shares of Common Stock held in the aggregate by certain of the Holders.  Each Reporting Person and TPG elf Holdings disclaims beneficial ownership of shares of Common Stock held by the Holders.  In addition, because of the relationship between TPG elf Holdings and the Holders as a result of the Stockholders Agreement, the Reporting Persons and certain of the Holders may be deemed to constitute a “group” for purposes of Section 13(d) of the Act.  This filing shall not be deemed an admission that any of such persons constitute a “group” for purposes of Section 13(d) of the Exchange Act, and each Reporting Person and TPG elf Holdings disclaims beneficial ownership of the shares of Common Stock held by such Holders.
 
Item 9.    Notice of Dissolution of Group
Not Applicable.
         

 

Item 10. Certifications
Not Applicable.

 

  Page 7 of 9 

 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2017

TPG Growth II Advisors, Inc.

 

 

By: /s/ Michael LaGatta                                      

Name: Michael LaGatta

Title: Vice President

 

David Bonderman

 

By: /s/ Clive Bode                                                

Name: Clive Bode, on behalf of David Bonderman (4)

 

James G. Coulter

 

 

By: /s/ Clive Bode                                                

Name: Clive Bode, on behalf of James G. Coulter (5)

 

 

(4) Clive Bode is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an amendment to Schedule 13D filed by Mr. Bonderman on June 22, 2015 (SEC File No. 005-87680).

 

(5) Clive Bode is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an amendment to Schedule 13D filed by Mr. Coulter on June 22, 2015 (SEC File No. 005-87680).

  Page 8 of 9 

 

 

Exhibit Index

Exhibit 1 Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.*

 

________

*Incorporated herein by reference to the Agreement of Joint Filing by and among TPG Growth II Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 12, 2016, which was previously filed with the Commission as Exhibit 1 to Schedule 13G filed by TPG Growth Advisors II, Inc., David Bonderman and James G. Coulter on February 12, 2016.

 

Page 9 of 9