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Michelangelo Volpi

Filed: 4 Oct 18, 6:08pm
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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 VIEWCA94040

(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/04/2018
3. Issuer Name and Ticker or Trading Symbol
Elastic N.V. [ ESTC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)2. Amount of Securities Beneficially Owned (Instr. 4)3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)4. Conversion or Exercise Price of Derivative Security5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Series B Convertible Preference Shares(1)(1)Ordinary Shares5,202,162(1)ISee footnote(2)(3)(4)
Series C Convertible Preference Shares(5)(5)Ordinary Shares1,247,298(5)ISee footnote(2)(3)(4)
Series D Convertible Preference Shares(6)(6)Ordinary Shares122,249(6)ISee footnote(2)(3)(4)
Explanation of Responses:
1. The Series B Convertible Preference Shares shall automatically convert into Ordinary Shares on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and have no expiration date.
2. The convertible preference shares and underlying ordinary shares reported herein are held directly by Hexavest S.a.r.l. ("Hexavest").
3. The shareholders of Hexavest include: Index Ventures IV (Jersey) LP ("Index Ventures IV"), Index Ventures IV Parallel Entrepreneur Fund (Jersey) LP ("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") and Yucca (Jersey) SLP ("Yucca"). Index Ventures Associates IV Limited ("Index Ventures IV GP") is the managing general partner of Index Ventures IV and Index Ventures IV Parallel, and Index Ventures Associates VI Limited ("Index Ventures VI GP") is the managing general partner of Index Ventures VI and Index Ventures VI Parallel. The general partner of Yucca is Yucca Associates Limited ("Yucca Associates"). Yucca is an Index co-investment vehicle that is contractually required to mirror the Index Funds' investment in the convertible preference 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.
5. The Series C Convertible Preference Shares shall automatically convert into Ordinary Shares on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and have no expiration date.
6. The Series D Convertible Preference Shares shall automatically convert into Ordinary Shares on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and have no expiration date.
Remarks:
Exhibit 24 - Power of Attorney Immediately prior to the completion of the Issuer's initial public offering of ordinary shares, the Issuer intends to change its corporate form from a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) into a Dutch public limited company (naamloze vennootschap) and change its corporate name from Elastic B.V. to Elastic N.V.
/s/ W.H Baird Garrett, by power of attorney10/04/2018
** Signature of Reporting PersonDate
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 5 (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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