e.l.f. Beauty Form 4 / TARANG AMIN ownership change

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).

1. Name and Address of Reporting Person^*

AMIN TARANG

(Last)

(First)

(Middle)

C/O E.L.F. BEAUTY, INC.

570 10TH STREET

(Street)

OAKLAND

94607

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
e.l.f. Beauty, Inc. [ ELF ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2024

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

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

X	Form filed by One Reporting Person
	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)
Common Stock, $0.01 par value	06/03/2024		A		18,834⁽¹⁾	A	$0	301,620	D
Common Stock, $0.01 par value	06/05/2024		S⁽²⁾		17,042	D	$184.96	284,578	D
Common Stock, $0.01 par value	06/05/2024		S⁽³⁾		25,911	D	$184.96	258,667	D
Common Stock, $0.01 par value	06/05/2024		S⁽⁴⁾		546	D	$182.5808⁽⁵⁾	224,213	I	By Family Trust
Common Stock, $0.01 par value	06/05/2024		S⁽⁴⁾		1,092	D	$184.1231⁽⁶⁾	223,121	I	By Family Trust
Common Stock, $0.01 par value	06/05/2024		S⁽⁴⁾		1,274	D	$184.8283⁽⁷⁾	221,847	I	By Family Trust
Common Stock, $0.01 par value	06/05/2024		S⁽⁴⁾		504	D	$187.5475⁽⁸⁾	221,343	I	By Family Trust
Common Stock, $0.01 par value	06/05/2024		S⁽⁴⁾		588	D	$182.6507⁽⁹⁾	224,171	I	By Family Trust
Common Stock, $0.01 par value	06/05/2024		S⁽⁴⁾		1,008	D	$184.0783⁽¹⁰⁾	223,163	I	By Family Trust
Common Stock, $0.01 par value	06/05/2024		S⁽⁴⁾		1,316	D	$184.8446⁽¹¹⁾	221,847	I	By Family Trust
Common Stock, $0.01 par value	06/05/2024		S⁽⁴⁾		504	D	$187.4775⁽¹²⁾	221,343	I	By Family Trust
Common Stock, $0.01 par value	06/05/2024		G⁽¹³⁾		27,000	D	$0	231,667⁽¹⁴⁾	D
Common Stock, $0.01 par value	06/05/2024		G⁽¹⁵⁾		30,000	D	$0	201,667⁽¹⁴⁾	D
Common Stock, $0.01 par value	06/05/2024		G		30,000	A	$0	30,000	I	By Amin Family General Partnership
Common Stock, $0.01 par value	06/05/2024		G⁽¹⁵⁾		200,000	D	$0	0	I	By GRAT
Common Stock, $0.01 par value	06/05/2024		G		200,000	A	$0	230,000	I	By Amin Family General Partnership
Common Stock, $0.01 par value	06/05/2024		G⁽¹⁵⁾		200,000	D	$0	0	I	By GRAT
Common Stock, $0.01 par value	06/05/2024		G		200,000	A	$0	430,000	I	By Amin Family General Partnership
Common Stock, $0.01 par value	06/06/2024		S⁽⁴⁾		3,181	D	$183.2543⁽¹⁶⁾	198,486	D
Common Stock, $0.01 par value	06/06/2024		S⁽⁴⁾		5,654	D	$184.3223⁽¹⁷⁾	192,832	D
Common Stock, $0.01 par value	06/06/2024		S⁽⁴⁾		5,800	D	$185.0086⁽¹⁸⁾	187,032	D
Common Stock, $0.01 par value	06/06/2024		S⁽⁴⁾		317	D	$185.8407⁽¹⁹⁾	186,715	D

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)

Explanation of Responses:

1. Reflects Restricted Stock Units ("RSUs") that vest in four equal annual installments subject to continued service and does not include Performance Stock Units that vest based upon performance metrics, which are expected to be reported upon achievement.

2. The shares were sold solely to satisfy tax or other government withholding obligations in connection with the vesting of shares subject to a Restricted Stock Award of the Issuer.

3. The shares were sold solely to satisfy tax or other government withholding obligations in connection with the vesting of shares subject to a RSUs of the Issuer.

4. Transaction made pursuant to a 10b5-1 trading plan adopted by the Reporting Person on June 8, 2023.

5. The transaction was executed in multiple trades in prices ranging from $181.94 to $182.87, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

6. The transaction was executed in multiple trades in prices ranging from $183.53 to $184.49, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

7. The transaction was executed in multiple trades in prices ranging from $184.55 to $185.07, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

8. The transaction was executed in multiple trades in prices ranging from $187.10 to $187.89, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

9. The transaction was executed in multiple trades in prices ranging from $182.02 to $182.87, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

10. The transaction was executed in multiple trades in prices ranging from $183.53 to $184.51, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

11. The transaction was executed in multiple trades in prices ranging from $184.54 to $185.07, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

12. The transaction was executed in multiple trades in prices ranging from $187.05 to $187.85, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

13. Represents a donative gift to The Amin Foundation, a private charitable foundation. The Reporting Person disclaims beneficial ownership of all shares of common stock held by The Amin Foundation.

14. Includes 100,589 RSUs.

15. Represents a transfer to the Amin Family General Partnership.

16. The transaction was executed in multiple trades in prices ranging from $182.70 to $183.66, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

17. The transaction was executed in multiple trades in prices ranging from $183.70 to $184.69, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

18. The transaction was executed in multiple trades in prices ranging from $184.72 to $185.71, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

19. The transaction was executed in multiple trades in prices ranging from $185.72 to $186.00, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

	/s/ Scott K. Milsten, Attorney-in-Fact for Tarang Amin	06/07/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

e.l.f. Beauty (ELF) Form 4e.l.f. Beauty / TARANG AMIN ownership change