Sec Form 13G Filing - Schuurman Steven filing for Elastic N.V. (ESTC) - 2021-02-11

Rule 13d-l(b)

Rule 13d-l(c)

Rule 13d-l(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.

  NAMES OF REPORTING PERSONS

   Steven Schuurman

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

   The Netherlands

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

   9,697,000

  SHARED VOTING POWER

   0

  SOLE DISPOSITIVE POWER

   9,697,000

  SHARED DISPOSITIVE POWER

   0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

   9,697,000⁽¹⁾

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  11.1%⁽²⁾

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

   IN

Includes 9,697,000 ordinary shares held of record by CMXI B.V., or CMXI. Clavis Directievoering B.V. is the sole director of CMXI. Mr. Schuurman, the controlling shareholder of CMXI, holds sole voting and dispositive power with respect to these ordinary shares.

Based on 87,403,657 shares of the Issuer’s ordinary shares outstanding as of November 30, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2020, filed with the Securities and Exchange Commission on December 7, 2020.

  NAMES OF REPORTING PERSONS

  CMXI B.V.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

   The Netherlands

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

   9,697,000

  SHARED VOTING POWER

   0

  SOLE DISPOSITIVE POWER

   9,697,000

  SHARED DISPOSITIVE POWER

   0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

   9,697,000⁽¹⁾

  CHECK IF THE AGGREGATE AMOUNT IN RO W (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  11.1%⁽²⁾

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

   OO⁽³⁾

Clavis Directievoering B.V. is the sole director of CMXI. Mr. Schuurman, the controlling shareholder of CMXI, holds sole voting and dispositive power with respect to these ordinary shares.

Based on 87,403,657 shares of the Issuer’s ordinary shares outstanding as of November 30, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2020, filed with the Securities and Exchange Commission on December 7, 2020.

CMXI is a Dutch private company with limited liability.

Name of Issuer:

Elastic N.V.

Address of Issuer’s Principal Executive Offices:

800 West El Camino Real, Suite 350

Mountain View, California 94040

Name of Persons Filing:

Each of the following is a reporting person (“Reporting Person”):

Steven Schuurman

CMXI B.V., or CMXI

Address of Principal Business Office or, if none, Residence:

The address for Mr. Schuurman is:

c/o Elastic N.V.

800 West El Camino Real, Suite 350

Mountain View, California 94040

The address for CMXI is:

Hof van Zevenbergen 1A

5211 HB

‘s-Hertogenbosch

The Netherlands

Citizenship:

Reference is made to the response to item 4 on each of pages 2-3 of this Schedule 13G (this “Schedule”), which responses are incorporated herein by reference.

Title of Class of Securities:

Ordinary Shares, €0.01 par value per share

CUSIP Number: N14506 104

If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Ownership.

Reference is hereby made to the responses in items 5-9 and 11 of pages 2-3 of this Schedule 13G, which responses are incorporated herein by reference.

Ownership of Five Percent or Less of a Class.

In connection with an internal reorganization that became effective on December 17, 2020, IXII B.V. was merged into CMXI B.V., with CMXI B.V. surviving such merger. As such, IXII B.V. is no longer a Reporting Person on this Schedule 13G.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Identification and Classification of Members of the Group.

Not applicable.

Notice of Dissolution of Group.

Not applicable.

Certifications.

Not applicable.