SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
Elastic
N.V.
|
(Name of Issuer)
|
|
Ordinary Shares
|
(Title of Class of Securities)
|
|
N14506104
|
(CUSIP Number)
|
|
December 31, 2019
|
(Date of Event Which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*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 disclosures provided in a prior cover page.
The information required on 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).
(Continued on following pages)
Page 1
of 19 Pages
Exhibit Index Contained on Page 18
CUSIP NO. N14506104
|
13 G
|
Page 2 of 19
|
1
|
NAME OF REPORTING PERSON Benchmark Capital Partners VII, L.P. (“BCP VII”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
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
2,637,291 shares, except that Benchmark Capital Management
Co. VII, L.L.C. (“BCMC VII”), the general partner of BCP VII, may be deemed to have sole power to vote these shares,
and Matthew R. Cohler (“Cohler”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”),
J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Mitchell H. Lasky (“Lasky”), Steven
M. Spurlock (“Spurlock”) and Eric H. Vishria (“Vishria”), the members of BCMC VII, may be deemed to have
shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
2,637,291 shares, except that BCMC VII, the general partner
of BCP VII, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky, Spurlock
and Vishria, the members of BCMC VII, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,637,291
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
3.3%
|
12
|
TYPE OF REPORTING PERSON
|
PN
|
CUSIP NO. N14506104
|
13 G
|
Page 3 of 19
|
1
|
NAME OF REPORTING PERSON Benchmark Founders’ Fund VII, L.P. (“BFF VII”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
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
292,894 shares, except that BCMC VII, the general partner
of BFF VII, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky, Spurlock
and Vishria, the members of BCMC VII, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
292,894 shares, except that BCMC VII, the general partner of
BFF VII, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky, Spurlock
and Vishria, the members of BCMC VII, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
292,894
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.4%
|
12
|
TYPE OF REPORTING PERSON
|
PN
|
CUSIP NO. N14506104
|
13 G
|
Page 4 of 19
|
1
|
NAME OF REPORTING PERSON Benchmark Founders’ Fund VII-B, L.P. (“BFF VII-B”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
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
396,026 shares, except that BCMC VII, the general
partner of BFF VII-B, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky,
Spurlock and Vishria, the members of BCMC VII, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
396,026 shares, except that BCMC VII, the general partner
of BFF VII-B, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky,
Spurlock and Vishria, the members of BCMC VII, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
396,026
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.5%
|
12
|
TYPE OF REPORTING PERSON
|
PN
|
CUSIP NO. N14506104
|
13 G
|
Page 5 of 19
|
1
|
NAME OF REPORTING PERSON Benchmark Capital Partners VII – Annex, L.P. (“BCP VII - Annex”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
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
53,282 shares, except that BCMC VII, the general partner
of BCP VII - Annex, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky,
Spurlock and Vishria, the members of BCMC VII, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
53,282 shares, except that BCMC VII, the general partner of
BCP VII - Annex, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky,
Spurlock and Vishria, the members of BCMC VII, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
53,282
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.1%
|
12
|
TYPE OF REPORTING PERSON
|
PN
|
CUSIP NO. N14506104
|
13 G
|
Page 6 of 19
|
1
|
NAME OF REPORTING PERSON Benchmark Capital Management Co. VII, L.L.C.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
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
3,379,493 shares, of which 2,637,291 are directly
owned by BCP VII, 292,894 are directly owned by BFF VII, 396,026 are directly owned by BFF VII-B and 53,282 are directly owned
by BCP VII - Annex. BCMC VII, the general partner of BCP VII, BFF VII, BFF VII-B and BCP VII - Annex, may be deemed to have sole
power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky, Spurlock and Vishria, the members of BCMC VII,
may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
3,379,493 shares, of which 2,637,291 are directly owned by
BCP VII, 292,894 are directly owned by BFF VII, 396,026 are directly owned by BFF VII-B and 53,282 are directly owned by BCP
VII - Annex. BCMC VII, the general partner of BCP VII, BFF VII, BFF VII-B and BCP VII - Annex, may be deemed to have sole power
to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky, Spurlock and Vishria, the members of BCMC VII,
may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,379,493
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.2%
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
CUSIP NO. N14506104
|
13 G
|
Page 7 of 19
|
1
|
NAME OF REPORTING PERSON Matthew R. Cohler
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
77,091 shares
|
6
|
SHARED VOTING POWER
3,379,493 shares, of which 2,637,291 are directly
owned by BCP VII, 292,894 are directly owned by BFF VII, 396,026 are directly owned by BFF VII-B and 53,282 are directly owned
by BCP VII - Annex. BCMC VII is the general partner of BCP VII, BFF VII, BFF VII-B and BCP VII - Annex, and Cohler, a member of
BCMC VII, may be deemed to have shared power to vote these shares.
|
|
7
|
SOLE DISPOSITIVE POWER
77,091 shares
|
|
8
|
SHARED DISPOSITIVE POWER
3,379,493 shares, of which 2,637,291 are directly owned by
BCP VII, 292,894 are directly owned by BFF VII, 396,026 are directly owned by BFF VII-B and 53,282 are directly owned by BCP
VII - Annex. BCMC VII is the general partner of BCP VII, BFF VII, BFF VII-B and BCP VII - Annex, and Cohler, a member of BCMC VII,
may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,456,584
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.3%
|
12
|
TYPE OF REPORTING PERSON
|
IN
|
CUSIP NO. N14506104
|
13 G
|
Page 8 of 19
|
1
|
NAME OF REPORTING PERSON Bruce W. Dunlevie
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0 shares
|
6
|
SHARED VOTING POWER
3,379,493 shares, of which 2,637,291 are directly owned by
BCP VII, 292,894 are directly owned by BFF VII, 396,026 are directly owned by BFF VII-B and 53,282 are directly owned by BCP
VII - Annex. BCMC VII is the general partner of BCP VII, BFF VII, BFF VII-B and BCP VII - Annex, and Dunlevie, a member of BCMC
VII, may be deemed to have shared power to vote these shares.
|
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|
8
|
SHARED DISPOSITIVE POWER
3,379,493 shares, of which 2,637,291 are directly owned by
BCP VII, 292,894 are directly owned by BFF VII, 396,026 are directly owned by BFF VII-B and 53,282 are directly owned by BCP
VII - Annex. BCMC VII is the general partner of BCP VII, BFF VII, BFF VII-B and BCP VII - Annex, and Dunlevie, a member of BCMC
VII, may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,379,493
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.2%
|
12
|
TYPE OF REPORTING PERSON
|
IN
|
CUSIP NO. N14506104
|
13 G
|
Page 9 of 19
|
1
|
NAME OF REPORTING PERSON Peter Fenton
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
212,214 shares
|
6
|
SHARED VOTING POWER
3,379,493 shares, of which 2,637,291 are directly owned by
BCP VII, 292,894 are directly owned by BFF VII, 396,026 are directly owned by BFF VII-B and 53,282 are directly owned by BCP
VII - Annex. BCMC VII is the general partner of BCP VII, BFF VII, BFF VII-B and BCP VII - Annex, and Fenton, a member of BCMC VII,
may be deemed to have shared power to vote these shares.
|
|
7
|
SOLE DISPOSITIVE POWER
212,214 shares
|
|
8
|
SHARED DISPOSITIVE POWER
3,379,493 shares, of which 2,637,291 are directly owned by
BCP VII, 292,894 are directly owned by BFF VII, 396,026 are directly owned by BFF VII-B and 53,282 are directly owned by BCP
VII - Annex. BCMC VII is the general partner of BCP VII, BFF VII, BFF VII-B and BCP VII - Annex, and Fenton, a member of BCMC VII,
may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,591,707
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.5%
|
12
|
TYPE OF REPORTING PERSON
|
IN
|
CUSIP NO. N14506104
|
13 G
|
Page 10 of 19
|
1
|
NAME OF REPORTING PERSON J. William Gurley
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0 shares
|
6
|
SHARED VOTING POWER
3,379,493 shares, of which 2,637,291 are directly owned by
BCP VII, 292,894 are directly owned by BFF VII, 396,026 are directly owned by BFF VII-B and 53,282 are directly owned by BCP
VII - Annex. BCMC VII is the general partner of BCP VII, BFF VII, BFF VII-B and BCP VII - Annex, and Gurley, a member of BCMC VII,
may be deemed to have shared power to vote these shares.
|
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|
8
|
SHARED DISPOSITIVE POWER
3,379,493 shares, of which 2,637,291 are directly owned by
BCP VII, 292,894 are directly owned by BFF VII, 396,026 are directly owned by BFF VII-B and 53,282 are directly owned by BCP
VII - Annex. BCMC VII is the general partner of BCP VII, BFF VII, BFF VII-B and BCP VII - Annex, and Gurley, a member of BCMC VII,
may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,379,493
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.2%
|
12
|
TYPE OF REPORTING PERSON
|
IN
|
CUSIP NO. N14506104
|
13 G
|
Page 11 of 19
|
1
|
NAME OF REPORTING PERSON Kevin R. Harvey
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
268,337 shares
|
6
|
SHARED VOTING POWER
3,379,493 shares, of which 2,637,291 are directly owned by
BCP VII, 292,894 are directly owned by BFF VII, 396,026 are directly owned by BFF VII-B and 53,282 are directly owned by BCP
VII - Annex. BCMC VII is the general partner of BCP VII, BFF VII, BFF VII-B and BCP VII - Annex, and Harvey, a member of BCMC VII,
may be deemed to have shared power to vote these shares.
|
|
7
|
SOLE DISPOSITIVE POWER
268,337 shares
|
|
8
|
SHARED DISPOSITIVE POWER
3,379,493 shares, of which 2,637,291 are directly owned by
BCP VII, 292,894 are directly owned by BFF VII, 396,026 are directly owned by BFF VII-B and 53,282 are directly owned by BCP
VII - Annex. BCMC VII is the general partner of BCP VII, BFF VII, BFF VII-B and BCP VII - Annex, and Harvey, a member of BCMC VII,
may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,647,830
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.5%
|
12
|
TYPE OF REPORTING PERSON
|
IN
|
CUSIP NO. N14506104
|
13 G
|
Page 12 of 19
|
1
|
NAME OF REPORTING PERSON Mitchell H. Lasky
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
25,419 shares
|
6
|
SHARED VOTING POWER
3,379,493 shares, of which 2,637,291 are directly owned by
BCP VII, 292,894 are directly owned by BFF VII, 396,026 are directly owned by BFF VII-B and 53,282 are directly owned by BCP
VII - Annex. BCMC VII is the general partner of BCP VII, BFF VII, BFF VII-B and BCP VII - Annex, and Lasky, a member of BCMC VII,
may be deemed to have shared power to vote these shares.
|
|
7
|
SOLE DISPOSITIVE POWER
25,419 shares
|
|
8
|
SHARED DISPOSITIVE POWER
3,379,493 shares, of which 2,637,291 are directly owned by
BCP VII, 292,894 are directly owned by BFF VII, 396,026 are directly owned by BFF VII-B and 53,282 are directly owned by BCP
VII - Annex. BCMC VII is the general partner of BCP VII, BFF VII, BFF VII-B and BCP VII - Annex, and Lasky, a member of BCMC VII,
may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,404,912
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.2%
|
12
|
TYPE OF REPORTING PERSON
|
IN
|
CUSIP NO. N14506104
|
13 G
|
Page 13 of 19
|
1
|
NAME OF REPORTING PERSON Steven M. Spurlock
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
65,880 shares
|
6
|
SHARED VOTING POWER
3,379,493 shares, of which 2,637,291 are directly owned by
BCP VII, 292,894 are directly owned by BFF VII, 396,026 are directly owned by BFF VII-B and 53,282 are directly owned by BCP
VII - Annex. BCMC VII is the general partner of BCP VII, BFF VII, BFF VII-B and BCP VII - Annex, and Spurlock, a member of BCMC
VII, may be deemed to have shared power to vote these shares.
|
|
7
|
SOLE DISPOSITIVE POWER
65,880 shares
|
|
8
|
SHARED DISPOSITIVE POWER
3,379,493 shares, of which 2,637,291 are directly owned by
BCP VII, 292,894 are directly owned by BFF VII, 396,026 are directly owned by BFF VII-B and 53,282 are directly owned by BCP
VII - Annex. BCMC VII is the general partner of BCP VII, BFF VII, BFF VII-B and BCP VII - Annex, and Spurlock, a member of BCMC
VII, may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,445,373
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.3%
|
12
|
TYPE OF REPORTING PERSON
|
IN
|
CUSIP NO. N14506104
|
13 G
|
Page 14 of 19
|
1
|
NAME OF REPORTING PERSON Eric Vishria
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0 shares
|
6
|
SHARED VOTING POWER
3,379,493 shares, of which 2,637,291 are directly owned by
BCP VII, 292,894 are directly owned by BFF VII, 396,026 are directly owned by BFF VII-B and 53,282 are directly owned by BCP
VII - Annex. BCMC VII is the general partner of BCP VII, BFF VII, BFF VII-B and BCP VII - Annex, and Vishria, a member of BCMC
VII, may be deemed to have shared power to vote these shares.
|
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|
8
|
SHARED DISPOSITIVE POWER
3,379,493 shares, of which 2,637,291 are directly owned by
BCP VII, 292,894 are directly owned by BFF VII, 396,026 are directly owned by BFF VII-B and 53,282 are directly owned by BCP
VII - Annex. BCMC VII is the general partner of BCP VII, BFF VII, BFF VII-B and BCP VII - Annex, and Vishria, a member of BCMC
VII, may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
3,379,493
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.2%
|
12
|
TYPE OF REPORTING PERSON
|
IN
|
CUSIP NO. N14506104
|
13 G
|
Page 15 of 19
|
This Amendment No. 1 amends and restates in
its entirety the Schedule 13G previously filed by Benchmark Capital Partners VII, L.P., a Delaware limited partnership (“BCP
VII”), Benchmark Founders’ Fund VII, L.P., a Delaware limited partnership (“BFF VII”), Benchmark Founders’
Fund VI-B, L.P., a Delaware limited partnership (“BFF VII-B”), Benchmark Capital Partners VII – Annex, L.P. (“BCP
VII – Annex”) Benchmark Capital Management Co. VII, L.L.C., a Delaware limited liability company (“BCMC
VII”), and Matthew R. Cohler (“Cohler”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”),
J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Mitchell H. Lasky (“Lasky”), Steven
M. Spurlock (“Spurlock”) and Eric Vishria (“Vishria”) (together with all prior and current amendments thereto,
this “Schedule 13G”).
|
ITEM 1(A).
|
NAME OF ISSUER
|
Elastic N.V.
|
ITEM 1(B).
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
|
800 West El Camino Real, Suite 350
Mountain View, California 94040
|
ITEM 2(A).
|
NAME OF PERSONS FILING
|
This Statement is filed by BCP VII, BFF VII, BFF VII-B, BCP VII – Annex, BCMC VII, and Cohler, Dunlevie, Fenton, Gurley,
Harvey, Lasky, Spurlock and Vishria. The foregoing entities and individuals are collectively referred to as the “Reporting
Persons.”
BCMC
VII, the general partner of BCP VII, BFF VII, BFF VII-B and BCP VII - Annex, may be deemed to have sole power to vote and sole
power to dispose of shares of the issuer directly owned by BCP VII, BFF VII and BFF VII-B.
Cohler, Dunlevie, Fenton, Gurley,
Harvey, Lasky, Spurlock and Vishria are members of BCMC VII and may be deemed to have shared power to vote and shared power to
dispose of shares of the issuer directly owned by BCP VII, BFF VII, BFF VII-B and BCP VII - Annex.
|
ITEM 2(B).
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE
|
The address for each reporting person
is:
Benchmark
2965 Woodside Road
Woodside, California 94062
BCP VII, BFF VII, BFF VII-B and BCP
VII - Annex are Delaware limited partnerships. BCMC VII is a Delaware limited liability company. Cohler, Dunlevie, Fenton, Gurley,
Harvey, Lasky, Spurlock and Vishria are United States Citizens.
|
ITEM 2(D) and (E).
|
TITLE OF CLASS OF SECURITIES AND
CUSIP NUMBER
|
Ordinary Shares
CUSIP #N14506104
Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
CUSIP NO. N14506104
|
13 G
|
Page 16 of 19
|
The following information with respect
to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2019 (based
on 80,621,016 ordinary shares of the issuer outstanding as of November 30, 2019 as reported by the issuer on Form 10-Q for the
period ended October 31, 2019 and filed with the Securities and Exchange Commission on December 9, 2019).
|
(a)
|
Amount beneficially owned:
|
See Row 9 of cover page for each Reporting
Person.
See Row 11 of cover page for each
Reporting Person.
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote:
|
See Row 5 of cover page for each Reporting
Person.
|
(ii)
|
Shared power to vote or to direct the vote:
|
See Row 6 of cover page for each
Reporting Person.
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
See Row 7 of cover page for each
Reporting Person.
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
See Row 8 of cover page for each Reporting
Person.
|
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: x Yes
|
ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
|
Please see Item 5.
|
ITEM 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
|
Not applicable.
|
ITEM 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
|
Not applicable.
|
ITEM 9.
|
NOTICE OF DISSOLUTION OF GROUP
|
Not applicable.
Not applicable.
CUSIP NO. N14506104
|
13 G
|
Page 17 of 19
|
SIGNATURES
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 12, 2020
|
BENCHMARK CAPITAL PARTNERS VII, L.P., a
Delaware Limited Partnership
|
|
|
|
BENCHMARK FOUNDERS’ FUND VII, L.P., a
Delaware Limited Partnership
|
|
|
|
BENCHMARK FOUNDERS’ FUND VII-B, L.P., a
Delaware Limited Partnership
|
|
|
|
BENCHMARK CAPITAL PARTNERS VII - ANNEX,
L.P., a Delaware Limited Partnership
|
|
|
|
BENCHMARK CAPITAL MANAGEMENT CO. VII,
L.L.C., a Delaware Limited Liability Company
|
|
|
|
|
|
|
|
By:
|
/s/ Steven M. Spurlock
|
|
|
Steven M. Spurlock
|
|
|
Managing Member
|
|
|
|
|
|
MATTHEW R. COHLER
|
|
BRUCE W. DUNLEVIE
|
|
PETER FENTON
|
|
J. WILLIAM GURLEY
|
|
KEVIN R. HARVEY
|
|
MITCHELL H. LASKY
|
|
STEVEN M. SPURLOCK
|
|
ERIC VISHRIA
|
|
|
|
|
|
|
By:
|
/s/ Steven M. Spurlock
|
|
|
Steven M. Spurlock
|
|
|
Attorney-in-Fact
|
CUSIP NO. N14506104
|
13 G
|
Page 18 of 19
|
EXHIBIT INDEX
|
|
Found on
Sequentially
|
Exhibit
|
|
Numbered Page
|
|
|
|
Exhibit A: Agreement of Joint Filing
|
|
19
|
CUSIP NO. N14506104
|
13 G
|
Page 19 of 19
|
exhibit A
Agreement of Joint
Filing
The Reporting Persons
agree that a single Schedule 13G (or any amendment thereto) relating to the ordinary shares of Elastic N.V. shall be filed on behalf
of each Reporting Person. Note that copies of the applicable Agreement of Joint Filings are already on file with the appropriate
agencies.
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