Statement of Changes in Beneficial Ownership (4)
November 08 2018 - 5:05PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Fieldman Jonathan T.
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2. Issuer Name
and
Ticker or Trading Symbol
e.l.f. Beauty, Inc.
[
ELF
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
See Remarks
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(Last)
(First)
(Middle)
C/O E.L.F. BEAUTY, INC., 570 10TH STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/6/2018
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(Street)
OAKLAND, CA 94607
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/6/2018
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M
(1)
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65000
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A
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$8.22
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131423
(2)
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D
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Common Stock
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11/6/2018
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S
(1)
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65000
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D
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$13.2232
(3)
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66423
(2)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$8.22
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11/6/2018
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M
(1)
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26000
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(4)
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8/9/2026
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Common Stock
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26000
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$0.00
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0
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D
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Stock Option (Right to Buy)
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$8.22
(5)
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11/6/2018
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M
(1)
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39000
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(6)
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8/9/2016
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Common Stock
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39000
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$0
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176280
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D
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Explanation of Responses:
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(1)
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Transaction made pursuant to a 10b5-1 trading plan adopted by the Reporting Person.
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(2)
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Includes 13,323 Restricted Stock Units.
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(3)
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The transaction was executed in multiple trades in prices ranging from $13.22 to $13.32, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request full information regarding the number of shares sold at each respective price within the range set forth in his footnote.
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(4)
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The option was previously granted with vesting dependent upon the achievement of performance milestones; such milestones were subsequently met, and the option is now fully vested and immediately exercisable.
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(5)
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Exercise price was previously incorrectly reported as $8.23 per share.
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(6)
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Twenty percent (20%) of the stock options vest and become exercisable on each anniversary of July 18, 2016 until all such stock options have vested and become exercisable, subject to the Reporting Person's continued service relationship with the Issuer on each such vesting date.
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Remarks:
Senior Vice President, Operations
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Fieldman Jonathan T.
C/O E.L.F. BEAUTY, INC.
570 10TH STREET
OAKLAND, CA 94607
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See Remarks
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Signatures
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/s/ Scott Milsten, Attorney-in-Fact for Jonathan T. Fieldman
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11/8/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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