SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Elastic N.V. 1
(Exact name of registrant as specified in its charter)
|The Netherlands||Not Applicable|
|(State of incorporation or organization)||(I.R.S. Employer Identification No.)|
800 West El Camino Real, Suite 350
Mountain View, California 94040
(Address of principal executive offices including zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
to be so registered
Name of each exchange on which
each class is to be registered
|Ordinary shares, par value 0.01 per share||New York Stock Exchange|
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐
Securities Act registration statement file number to which this form relates: 333 - 227191
Securities to be registered pursuant to Section 12(g) of the Act: None
Immediately prior to the completion of the Registrants initial public offering of ordinary shares, the Registrant intends to change its corporate form from a Dutch private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ) into a Dutch public limited company ( naamloze vennootschap ) and change its corporate name from Elastic B.V. to Elastic N.V.
Description of Registrants Securities to be Registered
For a description of the securities of Elastic N.V. (the Registrant) being registered hereunder, reference is made to the information set forth under the heading Description of Share Capital contained in the Registrants Registration Statement on Form S-1 (File No. 333 - 227191), as initially filed with the Securities and Exchange Commission (the Commission) on September 5, 2018, as amended (the Registration Statement), and in the prospectus included in the Registration Statement to be filed separately by the Registrant with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which prospectus shall be deemed to be incorporated by reference herein.
Under the Instructions as to Exhibits section of Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are to be registered on the New York Stock Exchange and the securities to be registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
|Date: September 24, 2018||ELASTIC N.V.|
/s/ Shay Banon
|Chief Executive Officer and Chairman|