SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and
Amendments Thereto Filed Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Eventbrite, Inc.
(Name of Issuer)
Class A common stock, par value $0.00001 per share
(Title of Class of Securities)
29975E109**
(CUSIP Number)
December 31, 2021
(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. |
| ** | This CUSIP number applies to the Issuer’s Class A Common Stock. One share of Class B Common Stock is convertible at any time into one share of Class A Common Stock. |
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).
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL U.S. VENTURE 2010 FUND, L.P. (“USV 2010”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
5,257,858, of which 5,257,858 shares are Class B common stock | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
5,257,858, of which 5,257,858 shares are Class B common stock | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,257,858 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.4%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 76,278,294 Class A common stock outstanding as of October 21, 2021, as reported in the Issuer’s Quarterly Report on the Form 10-Q filed with the Securities and Exchange Commission on October 28, 2021. |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL U.S. VENTURE 2010 PARTNERS FUND (Q), L.P. (“USV 2010 Q”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
824,975 of which 824,975 shares are Class B common stock | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
824,975 of which 824,975 shares are Class B common stock | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
824,975 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.1%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 76,278,294 Class A common stock outstanding as of October 21, 2021, as reported in the Issuer’s Quarterly Report on the Form 10-Q filed with the Securities and Exchange Commission on October 28, 2021. |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL U.S. VENTURE 2010 PARTNERS FUND, L.P (“USV 2010 PTRS”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
166,561 of which 166,561 shares are Class B common stock | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
166,561, of which 166,561 shares are Class B common stock | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
166,561 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 76,278,294 Class A common stock outstanding as of October 21, 2021, as reported in the Issuer’s Quarterly Report on the Form 10-Q filed with the Securities and Exchange Commission on October 28, 2021. |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL U.S. GROWTH FUND VII, L.P. (“SC USGF VII”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
603,902, of which 603,902 shares are Class B common stock | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
603,902, of which 603,902 shares are Class B common stock | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
603,902 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.8%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 76,278,294 Class A common stock outstanding as of October 21, 2021, as reported in the Issuer’s Quarterly Report on the Form 10-Q filed with the Securities and Exchange Commission on October 28, 2021. |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND, L.P (“SC USGF VII PF”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
56,130, of which 56,130 shares are Class B common stock | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
56,130, of which 56,130 shares are Class B common stock | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,130 | |||||
| 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%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 76,278,294 Class A common stock outstanding as of October 21, 2021, as reported in the Issuer’s Quarterly Report on the Form 10-Q filed with the Securities and Exchange Commission on October 28, 2021. |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL U.S. VENTURE 2010 - SEED FUND, L.P. (“USV 2010 – SEED”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
32,746, of which 32,746 shares are Class A common stock | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
32,746, of which 32,746 shares are Class A common stock | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,746 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 0.1%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 76,278,294 Class A common stock outstanding as of October 21, 2021, as reported in the Issuer’s Quarterly Report on the Form 10-Q filed with the Securities and Exchange Commission on October 28, 2021. |
| 1 | NAME OF REPORTING PERSON
SC U.S. VENTURE 2010 MANAGEMENT, L.P. (“USV 2010 MGMT”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
6,282,140 shares, of which 5,257,858 shares of Class B common stock are directly owned by USV 2010, 824,975 shares of Class B common stock are directly owned by USV 2010 Q, 166,561 shares of Class B common stock are directly owned by USV 2010 PTRS and 32,746 shares of Class A common stock are directly owned by USV 2010 – SEED. USV 2010 MGMT is the General Partner of each of USV 2010, USV 2010 Q, USV 2010 PTRS and USV 2010-SEED. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
6,282,140 shares, of which 5,257,858 shares of Class B common stock are directly owned by USV 2010, 824,975 shares of Class B common stock are directly owned by USV 2010 Q, 166,561 shares of Class B common stock are directly owned by USV 2010 PTRS and 32,746 shares of Class A common stock are directly owned by USV 2010 – SEED. USV 2010 MGMT is the General Partner of each of USV 2010, USV 2010 Q, USV 2010 PTRS and USV 2010-SEED. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,282,140 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 76,278,294 Class A common stock outstanding as of October 21, 2021, as reported in the Issuer’s Quarterly Report on the Form 10-Q filed with the Securities and Exchange Commission on October 28, 2021. |
| 1 | NAME OF REPORTING PERSON
SC U.S. GROWTH VII MANAGEMENT, L.P. (“SC USG VII MGMT”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
660,032 shares, of which 603,902 shares of Class B common stock are directly owned by SC USGF VII and 56,130 shares of Class B common stock are directly owned by SC USGF VII PF. SC USG VII MGMT is the General Partner of each of SC USGF VII and SC USGF VII PF. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
660,032 shares, of which 603,902 shares of Class B common stock are directly owned by SC USGF VII and 56,130 shares of Class B common stock are directly owned by SC USGF VII PF. SC USG VII MGMT is the General Partner of each of SC USGF VII and SC USGF VII PF. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
660,032 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 76,278,294 Class A common stock outstanding as of October 21, 2021, as reported in the Issuer’s Quarterly Report on the Form 10-Q filed with the Securities and Exchange Commission on October 28, 2021. |
| 1 | NAME OF REPORTING PERSON
SC US (TTGP), LTD. (“SC US TTGP”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
6,942,172 shares, of which 5,257,858 shares of Class B common stock are directly owned by USV 2010, 824,975 shares of Class B common stock are directly owned by USV 2010 Q, 166,561 shares of Class B common stock are directly owned by USV 2010 PTRS, 32,746 shares of Class A common stock are directly owned by USV 2010-SEED, 603,902 shares of Class B common stock are directly owned by SC USGF VII and 56,130 shares of Class B common stock are directly owned by SC USGF VII PF. USV 2010 MGMT is the General Partner of each of USV 2010, USV 2010 Q, USV 2010 PTRS and USV 2010-SEED. SC USG VII MGMT is the General Partner of each of SC USGF VII and SC USGF VII PF. SC US TTGP is the General Partner of each of USV 2010 MGMT and SC USG VII MGMT. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
6,942,172 shares, of which 5,257,858 shares of Class B common stock are directly owned by USV 2010, 824,975 shares of Class B common stock are directly owned by USV 2010 Q, 166,561 shares of Class B common stock are directly owned by USV 2010 PTRS, 32,746 shares of Class A common stock are directly owned by USV 2010-SEED, 603,902 shares of Class B common stock are directly owned by SC USGF VII and 56,130 shares of Class B common stock are directly owned by SC USGF VII PF. USV 2010 MGMT is the General Partner of each of USV 2010, USV 2010 Q, USV 2010 PTRS and USV 2010-SEED. SC USG VII MGMT is the General Partner of each of SC USGF VII and SC USGF VII PF. SC US TTGP is the General Partner of each of USV 2010 MGMT and SC USG VII MGMT. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,942,172 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.3%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 76,278,294 Class A common stock outstanding as of October 21, 2021, as reported in the Issuer’s Quarterly Report on the Form 10-Q filed with the Securities and Exchange Commission on October 28, 2021. |
ITEM 1.
(a) Name of Issuer:
Eventbrite, Inc. (“Issuer”)
(b) Address of Issuer’s Principal Executive Offices:
155 5th Street, 7th Floor
San Francisco, CA 94103
ITEM 2.
(a) Name of Persons Filing:
Sequoia Capital U.S. Venture 2010 Fund, L.P.
Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P.
Sequoia Capital U.S. Venture 2010 Partners Fund, L.P
Sequoia Capital U.S. Growth Fund VII, L.P.
Sequoia Capital U.S. Growth VII Principals Fund, L.P
Sequoia Capital U.S. Venture 2010 – Seed Fund, L.P.
SC U.S. Venture 2010 Management, L.P.
SC U.S. Growth VII Management, L.P.
SC US (TTGP), LTD.
The General Partner of each of USV 2010, USV 2010 Q, USV 2010 PTRS and USV 2010-SEED is USV 2010 MGMT. The General Partner of USV 2010 MGMT is SC US TTGP.
The General Partner of each of SC USGF VII and SC USGF VII PF is SC USG VII MGMT. The General Partner of SC USG VII MGMT is SC US TTGP.
(b) Address of Principal Business Office or, if none, Residence:
2800 Sand Hill Road, Suite 101
Menlo Park, CA 94025
(c) Citizenship:
USV 2010, USV 2010 Q, USV 2010 PTRS, USV 2010-SEED, SC USGF VII, SC USGF VII PF, USV 2010 MGMT, SC USG VII MGMT and SC US TTGP: Cayman Islands
(d) CUSIP Number:
29975E109
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:
NOT APPLICABLE
| ITEM 4. | OWNERSHIP |
SEE ROWS 5 THROUGH 11 OF COVER PAGES
| 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. |
NOT APPLICABLE
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
NOT APPLICABLE
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
NOT APPLICABLE
| ITEM 10. | CERTIFICATION |
NOT APPLICABLE
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2022
Sequoia Capital U.S. Venture 2010 Fund, L.P.
Sequoia Capital U.S. Venture 2020 Partners Fund, L.P.
Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P.
Sequoia Capital U.S. Venture 2010-Seed Fund, L.P.
| By: | SC U.S. Venture 2010 Management, L.P. General Partner of each | |
| By: | SC US (TTGP), Ltd. its General Partner | |
By: | /s/ Douglas Leone | |
Douglas Leone, Managing Director |
| SC U.S. Venture 2010 Management, L.P. | ||
| By: | SC US (TTGP), Ltd. its General Partner | |
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Director | ||
Sequoia Capital U.S. Growth Fund VII, L.P. Sequoia Capital U.S. Growth VII Principals Fund, L.P. | ||
| By: | SC U.S. Growth VII Management, L.P. General Partner of each | |
| By: | SC US (TTGP), Ltd. its General Partner |
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Director |
SC U.S. Growth VII Management, L.P. | ||
By: | SC US (TTGP), Ltd. its General Partner | |
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Director |
| SC US (TTGP), Ltd. | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Director | ||
