Amended Statement of Ownership (sc 13g/a)
February 12 2021 - 5:46PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)*
e.l.f.
Beauty, Inc.
(Name
of Issuer)
Common
Stock, par value $0.01 per share
(Title
of Class of Securities)
26856L103
(CUSIP
Number)
December
31, 2020
(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 the purpose 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. 26856L103
|
13G
|
Page
2 of 9
|
1
|
NAME
OF REPORTING PERSON
TPG
Growth II Advisors, Inc.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
- 0 -
|
6
|
SHARED
VOTING POWER
- 0 -
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
- 0 -
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
12
|
TYPE
OF REPORTING PERSON
CO
|
|
|
|
|
|
|
CUSIP
No. 26856L103
|
13G
|
Page
3 of 9
|
1
|
NAME
OF REPORTING PERSON
David
Bonderman
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
- 0 -
|
6
|
SHARED
VOTING POWER
- 0 -
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
- 0 -
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
|
|
CUSIP
No. 26856L103
|
13G
|
Page
4 of 9
|
|
|
|
1
|
NAME
OF REPORTING PERSON
James
G. Coulter
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
- 0 -
|
6
|
SHARED
VOTING POWER
- 0 -
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
- 0 -
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
|
|
Item
1
|
(a).
|
Name
of Issuer:
e.l.f.
Beauty, Inc. (the “Issuer”)
|
Item
1
|
(b).
|
Address
of Issuer’s Principal Executive Offices:
570
10th Street
Oakland,
California 94607
|
Item
2
|
(a).
|
Name
of Person Filing:
This
Amendment No. 3 to Schedule 13G is being filed jointly by TPG Growth II Advisors, Inc., a Delaware corporation (“Growth
II Advisors”), David Bonderman and James G. Coulter (each, a “Reporting Person” and, together, the
“Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance
with Rule 13d-1(k)(1) under the Act.
Growth
II Advisors is the general partner of TPG elf Holdings, L.P. (“TPG elf Holdings”), which directly held shares
of Common Stock (as defined below).
Because
of Growth II Advisors’ relationship to the TPG elf Holdings, Growth II Advisors may have been deemed to have beneficially
owned the shares of Common Stock directly held by TPG elf Holdings.
David
Bonderman and James G. Coulter are sole shareholders of Growth II Advisors and may therefore have been deemed to have beneficially
owned the shares of Common Stock held by TPG elf Holdings. Messrs. Bonderman and Coulter disclaim beneficial ownership of the
shares of Common Stock held by TPG elf Holdings except to the extent of their pecuniary interest therein.
|
Item
2
|
(b).
|
Address
of Principal Business Office or, if none, Residence:
The
principal business address of each of the Reporting Persons is as follows:
c/o
TPG Global, LLC
301
Commerce Street, Suite 3300
Fort
Worth, Texas 76102
|
Item
2
|
(c).
|
Citizenship:
See
responses to Item 4 on each cover page.
|
Item
2
|
(d).
|
Title
of Class of Securities:
Common Stock, $0.01 par value (“Common Stock”)
|
Item
2
|
(e).
|
CUSIP
Number:
26856L103
|
|
|
Item
3.
|
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
|
|
(a)
|
☐
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
(b)
|
☐
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c)
|
☐
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d)
|
☐
|
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
|
(e)
|
☐
|
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
☐
|
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
☐
|
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
☐
|
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813);
|
|
(i)
|
☐
|
A
church plan that is excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
(j)
|
☐
|
A
non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
|
|
(k)
|
☐
|
Group,
in accordance with Rule 13d–1(b)(1)(ii)(K).
If
filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________
|
(a)
AMOUNT BENEFICIALLY OWNED:
See
responses to Item 9 on each cover page.
(b)
PERCENT OF CLASS:
See
responses to Item 11 on each cover page.
(c)
NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i)
SOLE POWER TO VOTE OR TO DIRECT THE VOTE
See
responses to Item 5 on each cover page.
(ii)
SHARED POWER TO VOTE OR TO DIRECT THE VOTE
See
responses to Item 6 on each cover page.
(iii)
SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
See
responses to Item 7 on each cover page.
(iv)
SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
See
responses to Item 8 on each cover page.
Item
5. Ownership of Five Percent or Less of a Class
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☒
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
See
response to Item 2(a) above.
Item
8. Identification and Classification of Members of the Group
Not
Applicable.
Item
9. Notice of Dissolution of Group
Not
Applicable.
Item
10. Certifications
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.
Dated:
February 12, 2021
|
|
|
|
TPG
Growth II Advisors, Inc.
|
|
|
|
|
By:
|
/s/
Michael LaGatta
|
|
Name:
|
Michael
LaGatta
|
|
Title:
|
Vice
President
|
|
|
|
|
David
Bonderman
|
|
|
|
|
By:
|
/s/ Gerald Neugebauer
|
|
Name:
|
Gerald Neugebauer, on behalf of David Bonderman (1)
|
|
|
|
|
James
G. Coulter
|
|
|
|
|
By:
|
/s/ Gerald Neugebauer
|
|
Name:
|
Gerald Neugebauer, on behalf of James G. Coulter (2)
|
(1)
Gerald Neugebauer is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated February 26,
2020, which was previously filed with the Securities and Exchange Commission (the “Commission”) as an exhibit
to a Form 4 filed by Mr. Bonderman on March 6, 2020 (SEC File No. 001-38156).
(2)
Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated February 26, 2020,
which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on March 6, 2020 (SEC
File No. 001-38156).
Exhibit
Index
Exhibit
1 Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.*
*Incorporated
herein by reference to the Agreement of Joint Filing by and among TPG Growth II Advisors, Inc., David Bonderman and James G. Coulter,
dated as of February 12, 2016, which was previously filed with the Commission as Exhibit 1 to Schedule 13G filed by TPG Growth
Advisors II, Inc., David Bonderman and James G. Coulter on February 12, 2016.
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