SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Volpi Michelangelo

(Last)

(First)

(Middle)

C/O ELASTIC N.V.

800 WEST EL CAMINO REAL, SUITE 350

(Street)

MOUNTAIN VIEW

94040

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Elastic N.V. [ ESTC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	09/12/2019		S		39,831⁽¹⁾⁽²⁾	D	$95.2644⁽³⁾	2,306,424	I	See footnotes⁽¹⁾⁽²⁾⁽⁴⁾⁽⁸⁾
Ordinary Shares	09/12/2019		S		1,994⁽⁵⁾	D	$95.7598⁽⁶⁾	2,304,430	I	See footnotes⁽⁵⁾⁽⁷⁾⁽⁸⁾
Ordinary Shares	09/13/2019		S		67,255⁽⁹⁾	D	$94.9313⁽¹⁰⁾	2,237,175	I	See footnotes⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Ordinary Shares	09/13/2019		S		19,795⁽¹²⁾	D	$95.5864⁽¹³⁾	2,217,380	I	See footnotes⁽⁸⁾⁽¹²⁾⁽¹⁴⁾
Ordinary Shares								14,989⁽¹⁵⁾	D
Ordinary Shares								4,956⁽¹⁶⁾	I	See footnote⁽¹⁶⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents 23,834 shares sold by Index Venture Associates IV Limited ("Index Venture IV GP"), 8,659 shares sold by Index Ventures IV Parallel Entrepreneur Fund (Jersey) LP ("Index Ventures IV Parallel" ), 3,984 shares sold by Index Ventures VI Parallel Entrepreneur Fund (Jersey) LP ("Index Ventures VI Parallel") and 3,354 shares sold by Yucca (Jersey) SLP ("Yucca"). Index Venture IV GP is the Index Ventures IV Parallel and Index Ventures IV (Jersey) LP ("Index Ventures IV"). On September 12, 2019, each of Index Ventures IV and Index Ventures VI (Jersey) LP ("Index Ventures VI") distributed to their respective partners (and in the case of Index Ventures IV, to its general partner),

2. (Continued from footnote 1) for no consideration 295,177 shares (of which 77,115 shares were received by Index Venture IV GP) and 611,793 shares representing each such partner's pro rata interest in the shares held by Index Ventures IV and Index Ventures VI, respectively. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.

3. These shares were sold in multiple transactions at prices ranging from $94.47 - $95.43, 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.

4. Represents 656,093, 81,636, 1,446,236, 37,557, 53,281 and 31,621 shares held directly by Index Ventures IV, Index Ventures IV Parallel and, together with Index Ventures IV, Index Ventures VI and Index Ventures VI Parallel, the "Index Funds"), Index Ventures VI, Index Ventures VI Parallel, Index Venture IV GP and Yucca (Jersey) SLP ("Yucca"). Yucca is an Index co-investment vehicle that is contractually required to mirror the Index Funds' investment in the shares.

5. Represents 1,193 shares sold by Index Venture IV GP, 434 shares sold by Index Ventures IV Parallel, 199 shares sold by Index Ventures VI Parallel and 168 shares sold by Yucca.

6. These shares were sold in multiple transactions at prices ranging from $95.62 - $96.13, 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.

7. Represents 656,093, 81,202, 1,446,236, 37,358, 52,088 and 31,453 shares held directly by Index Ventures IV, Index Ventures IV Parallel, Index Ventures VI, Index Ventures VI Parallel, Index Venture IV GP and Yucca.

8. Mr. Volpi is co-president of Index Ventures (US) Inc. which provides certain consultancy services to the Index Funds' affiliates. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

9. Represents 40,243 shares sold by Index Venture IV GP, 14,621 shares sold by Index Ventures IV Parallel, 6,727 shares sold by Index Ventures VI Parallel and 5,663 shares sold by Yucca.

10. These shares were sold in multiple transactions at prices ranging from $94.40 - $95.39, 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.

11. Represents 656,093, 66,581, 1,446,236, 30,631, 11,845 and 25,790 shares held directly by Index Ventures IV, Index Ventures IV Parallel, Index Ventures VI, Index Ventures VI Parallel, Index Venture IV GP and Yucca.

12. Represents 11,845 shares sold by Index Venture IV GP, 4,304 shares sold by Index Ventures IV Parallel, 1,980 shares sold by Index Ventures VI Parallel and 1,667 shares sold by Yucca.

13. These shares were sold in multiple transactions at prices ranging from $95.40 - $96.01, 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.

14. Represents 656,093, 62,277, 1,446,236, 28,651 and 24,123 shares held directly by Index Ventures IV, Index Ventures IV Parallel, Index Ventures VI, Index Ventures VI Parallel and Yucca.

15. Represents shares received in the distribution described in footnotes (1) and (2) above.

16. These shares are held by the Volpi-Cupzl Family Trust. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any.

Remarks:

	/s/ Michael Volpi	09/16/2019
	** Signature of Reporting Person	Date
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).
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