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 CA 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)
06/20/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
06/24/2019
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)
Code V Amount (A) or (D) Price
Ordinary Shares 06/20/2019 S(1) 34,778(1) D $78.1874(2) 5,504,722 I See footnotes(3)(4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents 31,349 shares sold by Index Ventures Associates IV Limited ("Index Ventures IV GP"), the managing general partner of Index Ventures IV (Jersey) LP ("Index Ventures IV") and Index Ventures IV Parallel Entrepreneur Fund (Jersey) LP ("Index Ventures IV Parallel") and 3,429 shares sold by Yucca (Jersey) SLP ("Yucca").
2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.00 - $78.525. 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.
3. Represents 1,640,232, 155,691, 3,548,566, 71,628, 63,098 and 25,507 shares held directly by Index Ventures IV, Index Ventures IV Parallel, Index Ventures VI (Jersey) LP ("Index Ventures VI"), Index Ventures VI Parallel Entrepreneur Fund (Jersey) LP ("Index Ventures VI Parallel" and, together with Index Ventures IV, Index Ventures IV Parallel and Index Ventures VI, the "Index Funds"), Yucca and Index Ventures IV GP. Yucca is an Index co-investment vehicle that is contractually required to mirror the Index Funds' investment in the shares.
4. 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.
Remarks:
This amendment is being filed to correct certain information in Table I relating to the total number of shares sold and the number of remaining shares following such sale. In addition, footnotes (1) and (3) have been amended to reflect the corresponding changes. Finally, footnote (2) has been revised to correct the price range at which the shares were sold.
/s/ Michael Volpi 06/27/2019
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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