SEC FORM 4

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Eventbrite, Inc. [ EB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Stock	⁽³⁾	09/24/2018		C			2,052,147	⁽³⁾	⁽³⁾	Class B Common Stock	2,052,147	$0.00	0	I	By Sequoia Capital U.S. Venture 2010 Fund, L.P.⁽⁵⁾
Series B Convertible Preferred Stock	⁽³⁾	09/24/2018		C			225,590	⁽³⁾	⁽³⁾	Class B Common Stock	225,590	$0.00	0	I	By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P.⁽⁵⁾
Series B Convertible Preferred Stock	⁽³⁾	09/24/2018		C			45,536	⁽³⁾	⁽³⁾	Class B Common Stock	45,536	$0.00	0	I	By Sequoia Capital U.S. Venture 2010 Partners Fund, L.P.⁽⁵⁾
Series C Convertible Preferred Stock	⁽³⁾	09/24/2018		C			7,579,548	⁽³⁾	⁽³⁾	Class B Common Stock	7,579,548	$0.00	0	I	By Sequoia Capital U.S. Venture 2010 Fund, L.P.⁽⁵⁾
Series C Convertible Preferred Stock	⁽³⁾	09/24/2018		C			833,209	⁽³⁾	⁽³⁾	Class B Common Stock	833,209	$0.00	0	I	By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P.⁽⁵⁾
Series C Convertible Preferred Stock	⁽³⁾	09/24/2018		C			168,187	⁽³⁾	⁽³⁾	Class B Common Stock	168,187	$0.00	0	I	By Sequoia Capital U.S. Venture 2010 Partners Fund, L.P.⁽⁵⁾
Series D Convertible Preferred Stock	⁽³⁾	09/24/2018		C			515,545	⁽³⁾	⁽³⁾	Class B Common Stock	515,545	$0.00	0	I	By Sequoia Capital U.S. Venture 2010 Fund, L.P.⁽⁵⁾
Series D Convertible Preferred Stock	⁽³⁾	09/24/2018		C			56,673	⁽³⁾	⁽³⁾	Class B Common Stock	56,673	$0.00	0	I	By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P.⁽⁵⁾
Series D Convertible Preferred Stock	⁽³⁾	09/24/2018		C			11,440	⁽³⁾	⁽³⁾	Class B Common Stock	11,440	$0.00	0	I	By Sequoia Capital U.S. Venture 2010 Partners Fund, L.P.⁽⁵⁾
Series G Convertible Preferred Stock	⁽⁴⁾	09/24/2018		C			539,380	⁽⁴⁾	⁽⁴⁾	Class B Common Stock	576,325	$0.00	0	I	By Sequoia Capital U.S. Venture 2010 Fund, L.P.⁽⁵⁾
Series G Convertible Preferred Stock	⁽⁴⁾	09/24/2018		C			59,022	⁽⁴⁾	⁽⁴⁾	Class B Common Stock	63,064	$0.00	0	I	By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P. (⁽⁵⁾
Series G Convertible Preferred Stock	⁽⁴⁾	09/24/2018		C			11,963	⁽⁴⁾	⁽⁴⁾	Class B Common Stock	12,782	$0.00	0	I	By Sequoia Capital U.S. Venture 2010 Partners Fund, L.P.⁽⁵⁾
Class B Common Stock⁽¹⁾	⁽²⁾	09/24/2018		J⁽¹⁾		10,723,565		⁽²⁾	⁽²⁾	Class A Common Stock	10,723,565	$0.00	10,723,565	I	By Sequoia Capital U.S. Venture 2010 Fund, L.P.⁽⁵⁾
Class B Common Stock⁽¹⁾	⁽²⁾	09/24/2018		J⁽¹⁾		1,178,536		⁽²⁾	⁽²⁾	Class A Common Stock	1,178,536	$0.00	1,178,536	I	By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P.⁽⁵⁾
Class B Common Stock⁽¹⁾	⁽²⁾	09/24/2018		J⁽¹⁾		237,945		⁽²⁾	⁽²⁾	Class A Common Stock	237,945	$0.00	237,945	I	By Sequoia Capital U.S. Venture 2010 Partners Fund, L.P.⁽⁵⁾
Class B Common Stock⁽¹⁾⁽²⁾	⁽²⁾	09/24/2018		J⁽¹⁾		1,232,186		⁽²⁾	⁽²⁾	Class A Common Stock	1,232,186	$0.00	1,232,186	I	By Sequoia Capital U.S. Growth Fund VII, L.P.⁽⁵⁾
Class B Common Stock⁽¹⁾⁽²⁾	⁽²⁾	09/24/2018		J⁽¹⁾		80,186		⁽²⁾	⁽²⁾	Class A Common Stock	80,186	$0.00	80,186	I	By Sequoia Capital U.S. Growth VII Principals Fund, L.P.⁽⁵⁾

1. Name and Address of Reporting Person^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL U.S. VENTURE 2010 FUND, L.P.

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Sequoia Capital U.S. Venture 2010 Partners Fund, L.P.

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P.

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SC U.S. VENTURE 2010 MANAGEMENT, L.P.

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL U.S. GROWTH FUND VII, L.P.

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL

2800 SAND HILL ROAD SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND, L.P.

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL

2800 SAND HILL ROAD SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SC U.S. Growth VII Management, L.P.

(Last)

(First)

(Middle)

C/O SEQUOIA CAPITAL

2800 SAND HILL ROAD SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into common stock, each share of common stock was reclassified into one share of Class B common stock in an exempt transaction pursuant to Rule 16b-7.

2. Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder and has no expiration date. Immediately following the conversion of the Issuer's convertible preferred common stock into common stock and immediately prior to the closing of the Issuer's initial public offering, each such share of common stock issued upon conversion thereof was reclassified into one share of Class B common stock.

3. Each share of Series B preferred stock, Series C preferred stock and Series D preferred stock automatically converted into common stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering of Class A common stock and has no expiration date or conversion price. Immediately following the conversion of the Issuer's convertible preferred common stock into common stock and immediately prior to the closing of the Issuer's initial public offering, each such share of common stock issued upon conversion thereof was reclassified into one share of Class B common stock.

4. The Series G preferred stock automatically converted into common stock on a 1:1.0685 basis immediately prior to the closing of the Issuer's initial public offering of Class A common stock and has no expiration date. Immediately following the conversion of the Issuer's Series G preferred stock into common stock and immediately prior to the closing of the Issuer's initial public offering, each such share of common stock issued upon conversion thereof was reclassified into one share of Class B common stock

5. SC US (TTGP), Ltd. is the general partner of SC U.S. Venture 2010 Management, L.P., which is the general partner of each of Sequoia Capital U.S. Venture 2010 Fund, L.P., Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P. and Sequoia Capital U.S. Venture 2010 Partners Fund, L.P., or collectively, the SC 2010 Funds. SC US (TTGP), Ltd. is the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, L.P. and Sequoia Capital U.S. Growth VII Principals Fund, L.P., or collectively, the SC USGF VII Funds. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd.	09/25/2018
	/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture 2010 Management, L.P., the General Partner of Sequoia Capital U.S. Venture 2010 Fund LP	09/25/2018
	/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture 2010 Management, L.P., the General Partner of Sequoia Capital U.S. Venture 2010 Partners Fund LP	09/25/2018
	/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture 2010 Management, L.P., the General Partner of Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP	09/25/2018
	/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture 2010 Management, L.P.	09/25/2018
	/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P.	09/25/2018
	/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P., the General Partner of Sequoia Capital U.S. Growth Fund VII, L.P.	09/25/2018
	/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P., the General Partner of Sequoia Capital U.S. Growth VII Principals Fund, L.P	09/25/2018
	** Signature of Reporting Person	Date
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