SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)*

Elastic N.V.

(Name of Issuer)

Ordinary Shares, €0.01 par value per share

(Title of Class of Securities)

N14506 104

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

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

☐	Rule 13d-1(b)
☐	Rule 13d-1(c)
☒	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 purposes 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. N14506 104

 

1	NAMES OF REPORTING PERSONS
	Shay Banon
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)		(a) ☐
			(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		7,995,282 (1)
	6	SHARED VOTING POWER
		-0-
	7	SOLE DISPOSITIVE POWER
		7,995,282 (1)
	8	SHARED DISPOSITIVE POWER
		-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,995,282 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.0% (2)
12	TYPE OF REPORTING PERSON*
	IN

(1) Includes (i) 7,791,164 Ordinary Shares, €0.01 par value per share, of the Issuer (“Ordinary Shares”) held by the Reporting Person and (ii) 204,118 Ordinary Shares subject to options exercisable within 60 days of December 31, 2023.

(2) For purposes of this calculation, the number of Ordinary Shares outstanding includes (i) 99,630,496 Ordinary Shares outstanding as of November 28, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2023, filed with the Securities and Exchange Commission on December 1, 2023 and (ii) 204,118 Ordinary Shares subject to options held by Mr. Banon that are exercisable within 60 days of December 31, 2023.

 Item 1(a)  Name of Issuer:

	Elastic N.V.
Item 1(b)	Address of Issuer's Principal Executive Offices:
	Not applicable.
Item 2(a)	Name of Person Filing:
	Shay Banon
Item 2(b)	Address of Principal Business Office or, if none, Residence:
	c/o Elastic N.V. 88 Kearny St, Floor 19 San Francisco, California 94108
Item 2(c)	Citizenship:
	State of Israel
Item 2(d)	Title of Class of Securities:
	Ordinary Shares, €0.01 par value per share
Item 2(e)	CUSIP No.:
	N14506 104
Item 3	If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	Not applicable.

Item 4 Ownership:

Reference is hereby made to the responses to items 5-9 and 11 of page 2 of this Schedule 13G, which responses are incorporated herein by reference.

Item 5 Ownership of Five Percent or Less of a Class:

Not applicable.

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:
	Not applicable.
Item 8	Identification and Classification of Members of the Group:
	Not applicable.
Item 9	Notice of Dissolution of Group:
	Not applicable.
Item 10	Certification:
	Not applicable.

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.

Date: February 14, 2024

/s/  Shay Banon

Shay Banon