Elastic N : Statement of Changes in Beneficial Ownership

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *	2. Issuer Name and Ticker or Trading Symbol	5. Relationship of Reporting Person(s) to Issuer
		(Check all applicable)

Chadwick Jonathan		Elastic N.V. [ ESTC ]	__X__ Director	_____ 10% Owner
(Last)	(First)	(Middle)	3. Date of Earliest Transaction (MM/DD/YYYY)
_____ Officer (give title below)	_____ Other (specify below)

C/O ELASTIC N.V., 800 WEST EL

7/27/2020

CAMINO REAL, SUITE 350

(Street)

4. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

MOUNTAIN VIEW, CA 94040

_X _ Form filed by One Reporting Person

(City)

(State)

(Zip)

___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security

2. Trans. Date

2A. Deemed

3. Trans. Code

4. Securities Acquired (A) or

5. Amount of Securities Beneficially Owned

6.

7. Nature

(Instr. 3)

Execution

(Instr. 8)

Disposed of (D)

Following Reported Transaction(s)

Ownership

of Indirect

Date, if any

(Instr. 3, 4 and 5)

(Instr. 3 and 4)

Form:

Beneficial

Direct (D)

Ownership

or Indirect

(Instr. 4)

(A) or

(I) (Instr.

Code

V

Amount

(D)

Price

4)

Ordinary Shares

7/27/2020

M

6250

A

$19.87

8542

D

Ordinary Shares

7/27/2020

S(1)

2502

D

$88.8023 (2)

6040

D

Ordinary Shares

7/27/2020

S(1)

1595

D

$89.6322 (3)

4445

D

Ordinary Shares

7/27/2020

S(1)

2153

D

$90.431 (4)

2292

D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate

2.

3. Trans.

3A. Deemed

4. Trans.

5. Number of

6. Date Exercisable and

7. Title and Amount of

8. Price of

9. Number of

10.

11. Nature

Security

Conversion

Date

Execution

Code

Derivative Securities

Expiration Date

Securities Underlying

Derivative

derivative

Ownership

of Indirect

(Instr. 3)

or Exercise

Date, if any

(Instr. 8)

Acquired (A) or

Derivative Security

Security

Securities

Form of

Beneficial

Price of

Disposed of (D)

(Instr. 3 and 4)

(Instr. 5)

Beneficially

Derivative

Ownership

Derivative

(Instr. 3, 4 and 5)

Owned

Security:

(Instr. 4)

Security

Following

Direct (D)

Amount or

Date

Expiration

Reported

or Indirect

Code

V

(A)

(D)

Exercisable

Date

Title

Number of

Transaction(s)

(I) (Instr.

Shares

(Instr. 4)

4)

Stock Option

$19.87

7/27/2020

M

6250

(5)

8/16/2028

Ordinary

6250

$0.00

181250

D

(right to buy)

Shares

Explanation of Responses:

1. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 9, 2019.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.24 to $89.23, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3) and (4) to this Form 4
3. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $89.24 to $90.22, inclusive.
4. The price reported in Column 4 is weighted average price. These shares were sold in multiple transactions at prices ranging from $90.25 to $90.74, inclusive.
5. The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the ordinary shares subject to the option vested on August 14, 2019 and 1/48th of the ordinary shares vest monthly thereafter.

Reporting Owners

Reporting Owner Name / Address	Relationships
Director 10% Owner OfficerOther

Chadwick Jonathan

C/O ELASTIC N.V.X 800 WEST EL CAMINO REAL, SUITE 350 MOUNTAIN VIEW, CA 94040

Signatures
/s/ W.H. Baird Garrett, by power of attorney	7/29/2020

**Signature of Reporting Person

Date

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 4(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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