Filing Details

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

CUSIP No. 26856L103

13G

Page 2 of 9

1

NAME OF REPORTING PERSON

TPG Growth II Advisors, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

3,676,418 (See Item 2(a))

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

3,676,418 (See Item 2(a))

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,676,418 (See Item 2(a))

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

7.4% (1)

12

TYPE OF REPORTING PERSON

CO

CUSIP No. 26856L103

13G

Page 3 of 9

1

NAME OF REPORTING PERSON

David Bonderman

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

3,676,418 (See Item 2(a))

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

3,676,418 (See Item 2(a))

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,676,418 (See Item 2(a))

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

7.4% (2)

12

TYPE OF REPORTING PERSON

IN

CUSIP No. 26856L103

13G

Page 4 of 9

1

NAME OF REPORTING PERSON

James G. Coulter

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

3,676,418 (See Item 2(a))

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

3,676,418 (See Item 2(a))

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,676,418 (See Item 2(a))

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

7.4% (3)

12

TYPE OF REPORTING PERSON

IN

Item 1

(a).

Name of Issuer:

e.l.f. Beauty, Inc. (the “Issuer”)

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

570 10^th Street

Oakland, California 94607

Item 2

(a).

Name of Person Filing:

This Amendment No. 2 to Schedule 13G is being filed jointly by TPG Growth II Advisors, Inc., a Delaware corporation (“Growth II Advisors”), David Bonderman and James G. Coulter (each, a “Reporting Person” and, together, the “Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act.

Growth II Advisors is the general partner of TPG elf Holdings, L.P. (“TPG elf Holdings”), which directly holds 3,676,418 shares of Common Stock.

Because of Growth II Advisors’ relationship to TPG elf Holdings, Growth II Advisors may be deemed to beneficially own the shares of Common Stock directly held by TPG elf Holdings.

David Bonderman and James G. Coulter are sole shareholders of Growth II Advisors and may therefore be deemed to beneficially own the shares of Common Stock held by TPG elf Holdings.  Messrs. Bonderman and Coulter disclaim beneficial ownership of the shares of Common Stock held by TPG elf Holdings except to the extent of their pecuniary interest therein.

Item 2

(b).

Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Reporting Persons is as follows:

c/o TPG Global, LLC

301 Commerce Street, Suite 3300

Fort Worth, Texas 76102

Item 2

(c).

Citizenship:
See responses to Item 4 on each cover page.

Item 2

(d).

Title of Class of Securities:
Common Stock, $0.01 par value (“Common Stock”)

Item 2

(e).

CUSIP Number:
26856L103

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:

(a)

☐

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

☐

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

☐

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

☐

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

☐

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

☐

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

☐

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

☐

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

☐

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

(k)

☐

Group, in accordance with Rule 13d–1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

Item 4.

Ownership

TPG Growth II Advisors, Inc.

By:

Name:   Michael LaGatta

Title:     Vice President

David Bonderman

By:

Name:   Bradford Berenson, on behalf of David Bonderman (4)

James G. Coulter

By:

Name:   Bradford Berenson, on behalf of James G. Coulter (5)