S-8

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)

________________________________________________________________

England and Wales	98-1258743
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

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 Corporation Plc

350 Bush Street, 13th Floor

San Francisco, California 94104

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, a 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	☐	Emerging growth company	☐
Non-accelerated filer	☐	Smaller reporting 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. ☐

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 7,244,587 additional Class A ordinary shares of the Registrant, nominal value $0.10 per share (the “Ordinary Shares”), reserved for issuance under the Atlassian Corporation Plc 2015 Share Incentive Plan (the “2015 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), on November 3, 2016 (File No. 333-214424), on November 3, 2017 (File No. 333-221342), and on November 02, 2018 (File No. 333-228124) 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) prospectus is 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 of 1933, as amended.

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, 2022 (the “Annual Report”), filed with the Commission on August 19, 2022 (File No. 001-37651);

(b) all other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (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 Exchange Act, as updated in the exhibit titled “Description of share capital” filed as Exhibit 4.4 of the Annual Report, 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 Ordinary 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.

		Incorporated by Reference
Exhibit Number	Exhibit Title	Form	File No.	Exhibit	Filing Date
4.1	Amended and Restated Articles of the Registrant.	6-K	001-37651	3.1	12/8/2016
4.2	Form of certificate evidencing Class A ordinary shares.	F-1/A	333-207879	4.1	11/18/2015
5.1	Opinion of Herbert Smith Freehills LLP.	Filed Herewith
23.1	Consent of Independent Registered Public Accounting Firm.	Filed Herewith
23.2	Consent of Herbert Smith Freehills LLP (included in Exhibit 5.1).	Filed Herewith
24.1	Power of Attorney (contained on signature page hereto).	Filed Herewith
99.1	2015 Share Incentive Plan.	F-1	333-207879	10.6	11/9/2015
107.1	Filing Fee Table.	Filed Herewith

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 August 19, 2022.

ATLASSIAN CORPORATION PLC
By:	/s/ Michael Cannon-Brookes
	Michael Cannon-Brookes
	Co-Chief Executive Officer and Director
By:	/s/ Scott Farquhar
	Scott Farquhar
	Co-Chief Executive Officer, Interim Chief Financial Officer and Director

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Scott Farquhar and Michael Cannon-Brookes, 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 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 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	Co-Chief Executive Officer and Director	August 19, 2022
Michael Cannon-Brookes	(Co-Principal Executive Officer)
/s/ Scott Farquhar	Co-Chief Executive Officer, Interim Chief Financial Officer and Director	August 19, 2022
Scott Farquhar	(Co-Principal Executive Officer and Interim Principal Financial Officer)
/s/ Gene Liu	Corporate Controller	August 19, 2022
Gene Liu	(Principal Accounting Officer)
/s/ Shona L. Brown	Director and Chair	August 19, 2022
Shona L. Brown
/s/ Heather Mirjahangir Fernandez	Director	August 19, 2022
Heather Mirjahangir Fernandez
/s/ Sasan Goodarzi	Director	August 19, 2022
Sasan Goodarzi
/s/ Jay Parikh	Director	August 19, 2022
Jay Parikh
/s/ Enrique Salem	Director	August 19, 2022
Enrique Salem
/s/ Steven Sordello	Director	August 19, 2022
Steven Sordello
/s/ Richard P. Wong	Director	August 19, 2022
Richard P. Wong
/s/ Michelle Zatlyn	Director	August 19, 2022
Michelle Zatlyn

EX-FILING FEES

Exhibit 107.1

CALCULATION OF FILING FEE TABLES

Form S-8

(Form Type)

Atlassian Corporation Plc

(Exact Name of Registrant as Specified in its Charter)

Table 1 – Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed maximum offering price per unit	Maximum aggregate offering price	Fee Rate	Amount of Registration Fee
Equity	Class A ordinary shares, nominal value $0.10 per share, reserved for issuance under the 2015 Share Incentive Plan	Rule 457(c) and Rule 457(h)	7,244,587(2)	$272.85(3)	$1,976,685,562.95	$92.70 per $1,000,000	$183,238.75
	Total Offering Amounts		7,244,587		$1,976,685,562.95		$183,238.75
	Total Fees Offset						$0.00
	Net Fee Due						$183,238.75

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional Class A ordinary shares, nominal value $0.10 per share, of the Registrant (the “Ordinary Shares”) which become issuable under the Atlassian Corporation Plc 2015 Share Incentive Plan (the “2015 Plan”) by reason of any share dividend, share split, recapitalization or any other similar transaction effected without the receipt of consideration that results in an increase in the number of the Registrant’s outstanding Ordinary Shares.

(2) Represents the Registrant’s Ordinary Shares that were automatically added to the Ordinary Shares authorized for issuance under the 2015 Plan on July 1, 2022 pursuant to an “evergreen” provision contained in the 2015 Plan. Pursuant to such provision, the number of Ordinary Shares reserved for issuance under the 2015 Plan automatically increases on July 1st of each year by 5% of the total number of shares of the Ordinary Shares outstanding on June 30th 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 Rules 457(c) and (h) of the Securities Act on the basis of $272.85 per share, which represents the average of the high and low prices of the Registrant’s Ordinary Shares as reported by The Nasdaq Global Select Market on August 19, 2022.

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
DX28 London Chancery Lane
www.herbertsmithfreehills.com

Our ref

4439/30964949

Date

19 August 2022

Atlassian Corporation Plc
c/o Herbert Smith Freehills LLP

Exchange House

Primrose Street
London EC2A 2EG

By email

Dear Sirs

Atlassian Corporation Plc

1.INTRODUCTION AND SCOPE

1.1We 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 7,244,587 Class A Ordinary Shares of US$0.10 nominal value of the Company (the "Shares"). The Shares are issuable under the Company's 2015 Share Incentive Plan (the "2015 SIP").

1.2We 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.

1.3This 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.

1.4This 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.

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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Date 19 August 2022 Letter to

1.5By 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.

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

2.DOCUMENTS AND ENQUIRIES

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

2.1.1the Registration Statement;

2.1.2copies of the following documents:

(A)the Company's certificate of incorporation;

(B)the rules of the 2015 SIP; and

(C)the Articles of Association of the Company adopted on 10 December 2015 and amended on 6 December 2016 (the "Articles");

2.1.3copies of the following documents:

(A)    the resolutions of the Company voted and passed at the annual general meeting on 3 December 2021;

(B)    the resolutions of the Company voted and passed at the annual general meeting on 3 December 2020;

(C)    the resolutions of the Company voted and passed at the annual general meeting on 4 December 2019;

(D)    the resolutions of the Company voted and passed at the annual general meeting on 4 December 2018;

(E)    the resolutions of the Company voted and passed at the annual general meeting on 5 December 2017;

(F)    the resolutions of the Company voted and passed at the annual general meeting on 6 December 2016;

(G)    the written resolutions of the Company's board of directors passed on 26 August 2016 approving, inter alia, the amendment of the Articles;

(H)    the written resolutions of the Company's board of directors passed on 29 October 2015; and

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(I)    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").

2.2On 18 August 2022, at 10:14 a.m. we carried out a search of the Companies House Service operated by the Registrar of Companies in England and Wales in respect of the Company (the "Company Register Searches").

2.3On 18 August 2022, a search of the Insolvency and Companies List at the Royal Courts of Justice was carried out (by us or by GlobalX (a trading name of LegalinX Ltd) on our behalf) in relation to the Company.

2.4    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:

3.1.1Authenticity: all documents (including copy documents) examined by us are authentic, complete and accurate and all signatures and seals thereon (if any) are genuine;

3.1.2Documents up-to-date etc.: all documents (including the constitutional documents) which we have reviewed are and remain up-to-date and have not been terminated or rescinded;

3.1.3Due execution: each of the signed documents examined by us has been duly executed and, where applicable, delivered on behalf of the Company;

3.1.4Nominal 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;

3.1.5Filings: the public files, documentation and/or information available from the Registrar of Companies and the Insolvency and Companies List at the Royal Courts of Justice are complete, accurate and up-to-date (and will remain so as at the Allotment Dates);

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3.1.6Authority to allot: the directors of the Company as at the time of the Allotment Dates 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;

3.1.7Pre-emptive rights: the directors of the Company 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;

3.1.8Conditions: any conditions to the authority to allot and issue the Shares pursuant to the Corporate Approvals will be satisfied;

3.1.9Administration etc.: no step has been taken to obtain a moratorium in relation to the Company or to wind-up 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 paragraphs 2.2 or 2.3 above;

3.1.10Overseas 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;

3.1.11Resolutions: the Corporate Approvals were validly passed and remain in full force and effect;

3.1.12Directors: the directors of the Company have acted in good faith and have complied with their duties under all applicable laws in relation to the Corporate Approvals and the transactions contemplated thereby; and

3.1.13    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, unlawful, void, voidable or unenforceable.

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.

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5.QUALIFICATIONS

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

5.1.1Creditors: This opinion is subject to all insolvency and other laws affecting the rights of creditors (whether secured or unsecured) generally.

5.1.2Records: The records of the Registrar of Companies and the Insolvency and Companies List may not be complete, accurate or up-to-date. In particular, the Insolvency and Companies List may not contain details of moratoria applications filed, 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 Insolvency and Companies List 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.

5.1.3Company 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, 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 Atlassian Corporation Plc of our reports dated August 19, 2022, with respect to the consolidated financial statements of Atlassian Corporation Plc and the effectiveness of internal control over financial reporting of Atlassian Corporation Plc, included in its Annual Report (Form 20-F) for the year ended June 30, 2022, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Francisco, California

August 19, 2022