Delaware
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2844
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46-4464131
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(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification Number) |
Title of Securities
To Be Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee |
Common Stock, $0.01 par value
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1,864,713
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(2)
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$21.61
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(3)
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$40,296,447.93
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$5,016.91
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Common Stock, $0.01 par value
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466,178
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(4)
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$21.61
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(3)
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$10,074,106.58
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$1,254.23
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Total:
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2,330,891
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$50,370,554.51
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$6,271.14
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the common stock of e.l.f. Beauty, Inc. (the “Registrant”) that become issuable under the 2016 Equity Incentive Award Plan (the “2016 Plan”) and the 2016 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of common stock.
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(2)
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Represents the additional shares of common stock available for future issuance under the 2016 Plan resulting from an annual increase as of January 1, 2018.
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(3)
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This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share for shares available for future grant is the average of the high and low prices for the Registrant’s common stock as reported on The New York Stock Exchange on February 26, 2018, which is $21.61.
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(4)
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Represents the additional shares of common stock available for future issuance under the ESPP resulting from an annual increase as of January 1, 2018.
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(a)
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the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on March 1, 2018; and
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(b)
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the description of the Registrant’s common stock contained in the Registrant’s registration statement on Form 8-A (Registration No. 001-37873), filed by the Registrant with the SEC under Section 12(b) of the Exchange Act, on September 12, 2016, including any amendments or reports filed for the purpose of updating such description.
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Exhibit
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Incorporated by Reference
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Filed
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Number
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Exhibit Description
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Form
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Date
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Exhibit
Number
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File Number
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Herewith
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4.1
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8-K
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9/27/2016
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3.1
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001-37873
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4.2
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8-K
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9/27/2016
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3.2
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001-37873
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4.3
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S-1
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8/26/2016
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4.2
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333-213333
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4.4
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8-K
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3/3/2017
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10.1
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001-37873
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4.5
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S-1/A
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9/12/2016
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4.4
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333-213333
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5.1
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X
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23.1
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X
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23.2
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X
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24.1
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X
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99.1(a)#
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S-1/A
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9/12/2016
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10.16
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333-213333
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99.1(b)#
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S-1/A
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9/12/2016
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10.17
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333-213333
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99.1(c)#
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S-1/A
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9/12/2016
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10.27
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333-213333
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99.1(d)#
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10-K
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3/15/2017
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10.12(d)
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001-37873
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99.1(e)#
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10-K
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3/15/2017
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10.12(e)
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001-37873
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Exhibit
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Incorporated by Reference
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Filed
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Number
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Exhibit Description
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Form
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Date
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Exhibit
Number
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File Number
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Herewith
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99.2#
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S-1/A
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9/12/2016
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10.18
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333-213333
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#
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Indicates management contract or compensatory plan.
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e.l.f. Beauty, Inc.
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By:
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/s/ Tarang P. Amin
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Name:
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Tarang P. Amin
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Title:
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Chairman and Chief Executive Officer
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Signature
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Title
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Date
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/s/ Tarang P. Amin
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Chief Executive Officer, Chairman and Director
(Principal Executive Officer)
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February 23, 2018
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Tarang P. Amin
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/s/ John P. Bailey
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President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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February 23, 2018
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John P. Bailey
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/s/ Lauren Cooks Levitan
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Director
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February 24, 2018
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Lauren Cooks Levitan
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/s/ William E. McGlashan, Jr.
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Director
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February 28, 2018
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William E. McGlashan, Jr.
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/s/ Kirk L. Perry
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Director
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February 26, 2018
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Kirk L. Perry
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/s/ Beth M. Pritchard
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Director
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February 24, 2018
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Beth M. Pritchard
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/s/ Sabrina L. Simmons
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Director
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February 28, 2018
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Sabrina L. Simmons
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/s/ Maureen C. Watson
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Director
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February 25, 2018
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Maureen C. Watson
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/s/ Richard G. Wolford
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Director
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February 24, 2018
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Richard G. Wolford
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140 Scott Drive
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Menlo Park, California 94025
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Tel: +1.650.328.4600 Fax: +1.650.463.2600
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www.lw.com
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Barcelona
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Moscow
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Beijing
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Munich
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March 1, 2018
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Boston
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New York
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Brussels
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Orange County
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Century City
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Paris
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Chicago
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Riyadh
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Dubai
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Rome
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Düsseldorf
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San Diego
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Frankfurt
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San Francisco
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Hamburg
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Seoul
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Hong Kong
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Shanghai
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Houston
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Silicon Valley
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London
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Singapore
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Los Angeles
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Tokyo
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Madrid
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Washington, D.C.
|
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Milan
|
|
Re:
|
Registration Statement on Form S-8;
2,330,891
shares of common stock of e.l.f. Beauty, Inc., par value $0.01 per share
|
March 1, 2018
Page 2
|