S-8

As filed with the U.S. Securities and Exchange Commission on November 3, 2016

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Atlassian Corporation Plc
(Exact Name of Registrant as Specified in Its Charter)
_______________________________
United Kingdom (State or Other Jurisdiction of Incorporation or Organization)	98-1258743 (I.R.S. Employer Identification Number)
Exchange House Primrose Street London EC2A 2EG c/o Herbert Smith Freehills LLP
(Address of Registrant’s Principal Executive Offices)
_____________________________
2015 SHARE INCENTIVE PLAN      (Full title of the plan) _____________________________
Stuart Fagin Deputy General Counsel Atlassian, Inc. 1098 Harrison Street San Francisco, California 94103  415.701.1110
(Name, address and telephone number of agent for service)
_____________________________

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

Large accelerated filer	o		Accelerated filer	o
Non-accelerated filer	þ	(Do not check if a smaller reporting company)	Smaller reporting company	o

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 ordinary shares, nominal value $0.10 per share, reserved for issuance under the 2015 Share Incentive Plan	10,817,923 (2)	$27.44(3)	$296,843,807.12	$34,404.20

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional ordinary shares which become issuable under the above-named plans by reason of any share dividend, share split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding ordinary shares.

(2) Represents shares of Registrant’s Class A ordinary shares that were automatically added to the shares authorized for issuance under the Registrant’s 2015 Share Incentive Plan on July 1, 2016 pursuant to an “evergreen” provision contained in the 2015 Share Incentive Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2015 Share Incentive Plan automatically increases on July 1 of each year by 5% of the total number of shares of the Registrant’s shares outstanding on June 30^th of the preceding fiscal year, or a lesser number of shares determined by the Registrant’s board of directors.

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act. The offering price per share and aggregate offering price are based upon the average of the high and low prices of the Registrant’s Class A ordinary shares on October 28, 2016, as reported on the Nasdaq Global Select Market.

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REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement on Form S-8 is being filed by Atlassian Corporation Plc (the “Registrant”) to register 10,817,923 additional shares of Class A ordinary shares of the Registrant, nominal value $0.10 per share, reserved for issuance under the 2015 Share Incentive Plan.

Pursuant to General Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 of the Registrant filed with the Securities and Exchange Commission (the “Commission”) on December 10, 2015 (File No. 333-208436) are hereby incorporated in this Registration Statement by reference 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 20-F for the fiscal year ended June 30, 2016, filed with the Commission on August 18, 2016 (File No. 001-37651);

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act (other than the reports, or portions thereof, not deemed to be filed) since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and

(c) The description of the Registrant’s Class A ordinary shares contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-37651) filed with the Commission on November 30, 2015 under Section 12(b) of the Securities Exchange Act of 1934, as amended (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 ordinary 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.

See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this Registration Statement on Form S-8, which Exhibit Index is incorporated herein by reference.

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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 Sydney, Australia, on November 3, 2016.

ATLASSIAN CORPORATION PLC

By:    /s/ Michael Cannon-Brookes    

Michael Cannon-Brookes

Co-Chief Executive Officer

By:    /s/ Scott Farquhar    

Scott Farquhar

Co-Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Scott Farquhar, Michael Cannon-Brookes and Murray Demo, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 of Atlassian Corporation Plc, 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 or his 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/ Michael Cannon-Brookes  Michael Cannon-Brookes	Co-Chief Executive Officer and Director (Co-Principal Executive Officer)	November 3, 2016
/s/ Scott Farquhar Scott Farquhar	Co-Chief Executive Officer and Director (Co-Principal Executive Officer)	November 3, 2016
/s/ Murray Demo Murray Demo	Chief Financial Officer (Principal Financial and Accounting Officer)	November 3, 2016
/s/ Shona Brown Shona Brown	Director	November 3, 2016
/s/ Douglas J. Burgum Douglas J. Burgum	Director	November 3, 2016
/s/ Heather Mirjahangir Fernandez Heather Mirjahangir Fernandez	Director	November 3, 2016
/s/ Jay Parikh Jay Parikh	Director	November 3, 2016
/s/ Enrique Salem Enrique Salem	Director	November 3, 2016
/s/ Steven Sordello Steven Sordello	Director	November 3, 2016
/s/ Richard P. Wong Richard P. Wong	Director	November 3, 2016

EXHIBIT INDEX

Exhibit No.	Description
4.1	Form of certificate evidencing Class A ordinary shares(1)
4.2	2015 Share Incentive Plan (2)
5.1	Opinion of Herbert Smith Freehills LLP
23.1	Consent of Ernst & Young LLP, independent registered public accounting firm
23.2	Consent of Herbert Smith Freehills LLP (included in Exhibit 5.1)
24.1	Power of Attorney (contained on signature page hereto)

______________________

(1) Filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form F-1 (File No. 333-207879), filed previously with the Commission on November 18, 2015 and incorporated by reference herein.

(2) Filed as Exhibit 10.6 to the Registrant’s Registration Statement on Form F-1 (File No. 333-207879), filed previously with the Commission on November 9, 2015 and incorporated by reference herein.

EX-5.1

Exhibit 5.1

Herbert Smith Freehills LLP
Exchange House
Primrose Street
London EC2A 2EGT +44 (0)20 7374 8000
F +44 (0)20 7374 0888
D +44 (0)20 7466 2575
DX28 London Chancery Lane
www.herbertsmithfreehills.com

Our ref

4439/30975910

Your ref

Date

02 November 2016

Atlassian Corporation Plc
1098 Harrison Street
San Francisco, California 94103

By email and by post

Dear Sirs

Atlassian Corporation Plc

1. INTRODUCTION AND SCOPE

1.1 We have acted as English legal advisers to Atlassian Corporation Plc, a public limited company organised under the laws of England and Wales (the "Company"), in connection with the registration statement on Form S-8 (as amended through the date hereof, the "Registration Statement") filed by the Company with the U.S. Securities and Exchange Commission (the "SEC") under the U.S. Securities Act of 1933 (the "Securities Act") relating to the registration of an aggregate of 10,817,923 Class A Ordinary Shares of US$0.10 nominal value of the Company (the "Shares"). The Shares are issuable under the 2015 Share Incentive Plan (the "2015 SIP").

1.2 We express no opinion as to any law other than English law as applied by English courts and reported and in effect on the date of this opinion.

1.3 This opinion and any obligation arising out of it or in connection with it (including non-contractual obligations) are governed by and shall be construed in accordance with English law.

1.4 This opinion is limited to the matters in paragraph 4 and does not extend, and it is not to be read as extended by implication, to any other matters. No opinion is expressed as to matters of fact.

1.5 By giving this opinion we do not assume any obligation to notify you of changes in law following the date of this opinion which may affect the opinions expressed herein or to otherwise update this opinion in any respect.

1.6 This opinion is not designed to and is not likely to reveal fraud, misrepresentation, bribery or corruption by any person.

2. DOCUMENTS AND ENQUIRIES

2.1 For the purpose of giving this opinion, we have examined the following documents:

Herbert Smith Freehills LLP and its subsidiaries and Herbert Smith Freehills, an Australian Partnership, are separate member firms of the international legal practice known as Herbert Smith Freehills.

Herbert Smith Freehills LLP is a limited liability partnership registered in England and Wales with registered number OC310989. It is authorised and regulated by the Solicitors' Regulation Authority of England and Wales. A list of the members and their professional qualifications is open to inspection at the registered office, Exchange House, Primrose Street, London EC2A 2EG. We use the word partner of Herbert Smith Freehills LLP to refer to a member of Herbert Smith Freehills LLP, or an employee or consultant with equivalent standing and qualifications.

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2.1.1 the Registration Statement;

2.1.2 copies (certified by the company secretary as being true, complete, accurate and up-to-date in each case) of the following documents:

(A) the Company's certificate of incorporation;

(B) the rules of the 2015 SIP;

(C) the Articles of Association of the Company adopted on 10 December 2015 (the "Articles"); and

(D) the written resolutions of the Company's board of directors passed on 29 October 2015 and the resolutions of the Company's board of directors passed at a meeting of the directors held on 4 November 2015 whereby it was resolved, inter alia, to adopt the Articles and authorise the delegation of authority to any one director to issue and allot shares pursuant to the 2015 SIP (the "Corporate Approvals").

2.2 For the purpose of giving this opinion, we have made the following enquiries:

2.2.1 on 2 November 2016, at 2.47pm we carried out a search of the public records of the Company held by the Companies House Direct service operated by the Registrar of Companies in England and Wales (the "Company Register Search"); and

2.2.2 on 2 November 2016, at 2.51pm we made a telephone enquiry of the Company at the Central Registry of Winding-Up Petitions maintained by the Companies Court (the "Central Registry Search").

2.3 Except as stated above, we have not for the purpose of this opinion examined any agreements, documents or corporate records entered into by or affecting the Company or made any other enquiries concerning the Company.

3. ASSUMPTIONS

This opinion is based upon the assumption (which may or may not be the case) that:

3.1.1 Authenticity: all documents (including copy documents) examined by us are authentic and complete and that such documents remain accurate, up-to-date and have not been amended or any provisions thereof varied or waived;

3.1.2 Due execution: each of the signed documents examined by us have been duly executed and, where applicable, delivered on behalf of the Company;

3.1.3 Nominal Value: On each date of the allotment and issue of the Shares (each an "Allotment Date") the Company will comply with all applicable laws to allot and issue the Shares and the Company will receive such amounts as are necessary to fully pay the nominal value of the Shares and any applicable share premium or capitalise profits of the Company or any sum standing to the credit of any reserve of the Company in order to satisfy the nominal value of the Shares and any applicable share premium;

3.1.4 Filings: the information disclosed by the Company Register Search and the Central Registry Search was and remains complete, accurate and up-to-date (and will remain so as at the Allotment Dates);

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3.1.5 Authority to Allot: the directors as at the time of the Allotment Date will be duly authorised by the members of the Company, to the extent required by the Companies Act 2006, to allot and issue the Shares;

3.1.6 Pre-emptive rights: the directors as at the time of the Allotment Dates will be duly authorised pursuant to the articles of association of the Company in force at the time of the Allotment Dates, the Companies Act 2006 and any relevant authority given by the members of the Company in a general meeting to allot and issue the Shares on a non pre-emptive basis;

3.1.7 Conditions: any conditions to the authority to allot and issue the Shares pursuant to the Corporate Approvals will be satisfied;

3.1.8 Administration etc.: no step has been taken to wind-up, strike off or dissolve the Company or to place the Company into administration and no receiver has been appointed over or in respect of the assets of the Company, nor has any analogous procedure or step been taken in any jurisdiction, which (in either case) has or have not been revealed by the searches referred to in paragraph 2.2 above;

3.1.9 Overseas insolvency: no foreign main insolvency proceeding has been recognised in Great Britain under the Cross Border Insolvency Regulations 2006 (and it is not possible to conduct a central search in Great Britain in relation to any such proceedings) which would entitle actions in respect of any assets of the Company the subject of those foreign proceedings to be taken in Great Britain;

3.1.10 Resolutions: the Corporate Approvals were validly passed and remain in full force and effect;

3.1.11 Directors: the directors of the Company have acted in good faith and have complied with their duties under all applicable laws in approving the Corporate Approvals and the transactions contemplated thereby; and

3.1.12 Misconduct, etc.: the Company is not, nor will be, engaging in criminal, misleading, deceptive or unconscionable conduct or seeking to conduct any relevant transaction or any associated activity in a manner or for a purpose which might render any transaction contemplated under the Corporate Approvals or any associated activity illegal, void or voidable.

4. OPINION

Based on the documents referred to in paragraph 2 and subject to the assumptions contained in paragraph 3 and to the qualifications contained in paragraph 5 and to any matters not disclosed to us, it is our opinion that the Shares, when issued, delivered and paid for (or credited by the Company as paid for using the Company's profits or reserves) in accordance with the 2015 SIP, will have been duly and validly issued, be fully paid and not be subject to any call for the payment of further capital.

5. QUALIFICATIONS

5.1 This opinion is subject to the qualifications contained in this section:

5.1.1 Creditors: This opinion is subject to any limitations arising from (a) bankruptcy, insolvency and liquidation, (b) reorganisation and (c) laws of general application relating to or affecting the rights of creditors.

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5.1.2 Searches: The records of the Registrar of Companies and the Central Registry of Winding-Up Petitions may not be complete or up-to-date. In particular, the Central Registry of Winding-Up Petitions may not contain details of administration applications filed, or appointments recorded in or orders made by, district registries and county courts outside London. Searches at Companies House and at the Central Registry of Winding-Up Petitions are not capable of revealing whether or not a winding-up petition or a petition for the making of an administration order has been presented and, further, notice of a winding-up order or resolution, notice of an administration order and notice of the appointment of a receiver may not be filed at Companies House immediately and there may be a delay in the relevant notice appearing on the file of the company concerned.

5.1.3 Company search: A search at Companies House may not reveal whether the Shares or any of them are subject to a charge, encumbrance or other security interest because particulars of such security interests may not be filed at Companies House immediately, there may be a delay in the relevant registration appearing on the file of the Company concerned, not all security interests are registrable, such security interests have not in fact been registered or such security interests have been created by an individual or an entity which is not registered in Great Britain.

6. CONSENT

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the SEC promulgated thereunder.

Yours faithfully,

/s/ Herbert Smith Freehills LLP

Herbert Smith Freehills LLP

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2015 Share Incentive Plan of our report dated August 17, 2016, with respect to the consolidated financial statements of Atlassian Corporation Plc included in its Annual Report (Form 20-F) for the year ended June 30, 2016, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Francisco, California

November 3, 2016