As filed with the Securities and Exchange Commission on May 24, 2024
Registration No. 333-            
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
_____________________________
 
FORM S-8
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
_____________________________
 
e.l.f. Beauty, Inc.
(Exact name of Registrant as specified in its charter)
 
Delaware46-4464131
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
 
570 10th Street
Oakland, CA 94607
(510) 778-7787
(Address of Principal Executive Offices) (Zip Code) 
_____________________________
 
2016 Equity Incentive Award Plan
2016 Employee Stock Purchase Plan
(Full Title of the Plan) 
_____________________________
 
Tarang P. Amin
Chairman and Chief Executive Officer
e.l.f. Beauty, Inc.
570 10th Street
Oakland, CA 94607
(Name and address of agent for service)

(510) 778-7787
(Telephone number, including area code, of agent for service) 
 _____________________________
Copies to:
 
Tad J. Freese
Kathleen M. Wells
Richard Kim
Latham & Watkins LLP
140 Scott Drive
Menlo Park, CA 94025
Telephone: (650) 328-4600
_____________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerxAccelerated filer¨
Non-accelerated filer¨Smaller reporting company¨
Emerging growth company¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.¨




EXPLANATORY NOTE
e.l.f. Beauty, Inc. (the “Registrant”) is filing this Registration Statement for the purpose of registering:
•an additional 1,108,244 shares of the Registrant’s Common Stock (“Common Stock”) to be issued pursuant to the Registrant’s 2016 Equity Incentive Award Plan, as amended (the “2016 Plan”) (resulting from an automatic annual increase as of January 1, 2024 pursuant to the “evergreen” provision of the 2016 Plan); and
•an additional 554,122 shares of Common Stock to be issued pursuant to the Registrant’s 2016 Employee Stock Purchase Plan (“ESPP”) (resulting from an automatic annual increase as of January 1, 2024 pursuant to the “evergreen” provision of the ESPP).
The shares being registered pursuant to this Registration Statement are the same class as other securities for which earlier registration statements relating to the 2016 Plan and the ESPP were filed with the Securities and Exchange Commission (the “SEC”) (collectively, the “Prior Registration Statements”) on:
In accordance with General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

PART II
Information Required in the Registration Statement
Item 3.Incorporation of Documents by Reference.
The following documents filed by the Registrant with the SEC are incorporated herein by reference:
(a)the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the SEC on May 23, 2024 (the “2024 Annual Report”);


(b)the information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023 from the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on July 12, 2023; and
(c)the description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed on September 12, 2016 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the filing of this Registration Statement shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement.



Item 8.Exhibits.
Exhibit
Number
Filed
Herewith		Incorporated by Reference
Exhibit DescriptionFormDateExhibit
Number		File Number
4.18-K9/27/20163.1001-37873
4.28-K9/27/20163.2001-37873
4.3S-1/A9/12/20164.4333-213333
5.1X
23.1X
23.2X
24.1X
99.1(a)#S-1/A9/12/201610.16333-213333
99.1(b)#8-K7/2/202010.2001-37873
99.2#S-1/A9/12/201610.18333-213333
107.1X
#     Indicates management contract or compensatory plan.





SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oakland, State of California, on May 24, 2024.
 
e.l.f. Beauty, Inc.
By:
/s/ Tarang Amin
Name:Tarang Amin
Title:Chairman and Chief Executive Officer




POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Tarang P. Amin, Mandy Fields, and Scott K. Milsten, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement, including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his, her, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement or amendment thereto has been signed by the following persons in the capacities and on the dates indicated.
SignatureTitleDate
/s/ Tarang Amin
Chief Executive Officer, Chairman, and Director
(Principal Executive Officer)
May 24, 2024
Tarang Amin
/s/ Mandy Fields
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
May 24, 2024
Mandy Fields
/s/ Tiffany Daniele
Director
May 24, 2024
Tiffany Daniele
/s/ Lori Keith
Director
May 24, 2024
Lori Keith
/s/ Lauren Cooks Levitan
Director
May 24, 2024
Lauren Cooks Levitan
/s/ Kenny Mitchell
Director
May 24, 2024
Kenny Mitchell
/s/ Beth Pritchard
Director
May 24, 2024
Beth Pritchard
/s/ Gayle Tait
Director
May 24, 2024
Gayle Tait
/s/ Maureen Watson
Director
May 24, 2024
Maureen Watson
/s/ Richard Wolford
Director
May 24, 2024
Richard Wolford


Exhibit 5.1
140 Scott Drive
Menlo Park, California 94025
Tel: +1.650.328.4600 Fax: +1.650.463.2600
www.lw.com
picture1.jpg
FIRM / AFFILIATE OFFICES
AustinMilan
BeijingMunich
BostonNew York
BrusselsOrange County
Century CityParis
May 24, 2024ChicagoRiyadh
DubaiSan Diego
e.l.f. Beauty, Inc.
570 10th Street
Oakland, CA 94607		DüsseldorfSan Francisco
FrankfurtSeoul
HamburgSilicon Valley
Hong KongSingapore
HoustonTel Aviv
Re: Registration Statement on Form S-8; 1,662,366 shares of common stock of e.l.f. Beauty, Inc., par value $0.01 per share
LondonTokyo
Los AngelesWashington, D.C.
Madrid
To the addressee set forth above:
We have acted as special counsel to e.l.f. Beauty, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of an aggregate of 1,662,366 shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), consisting of 1,108,244 shares of Common Stock (the “2016 Plan Shares”) issuable under the Company’s 2016 Equity Incentive Award Plan, as amended (the “2016 Plan”), and 554,122 shares of Common Stock (together with the 2016 Plan Shares, the “Shares”) issuable under the Company’s 2016 Employee Stock Purchase Plan (together with the 2016 Plan, the “Plans”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 24, 2024 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related prospectuses, other than as expressly stated herein with respect to the issuance of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Plans, assuming in each case that the individual issuances, grants or awards under the Plans are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be

May 24, 2024
Page 2

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validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Sincerely,

/s/ Latham & Watkins LLP



Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated May 23, 2024 relating to the financial statements of e.l.f. Beauty, Inc. and the effectiveness of e.l.f. Beauty, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of e.l.f. Beauty, Inc. for the fiscal year ended March 31, 2024.

/s/ DELOITTE & TOUCHE LLP

San Francisco, CA
May 24, 2024




Exhibit 107.1
Calculation of Filing Fee Table
Form S-8
(Form Type)
e.l.f. Beauty, Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security TypeSecurity Class TitleFee Calculation Rule
Amount
Registered(1)
Proposed
Maximum
Offering Price
Per Unit
Maximum
Aggregate
Offering Price
Fee Rate
Amount of
Registration Fee
EquityCommon stock, $0.01 par value per shareRule 457(c) and Rule 457(h)
1,108,244(2)
$161.32(3)
$178,781,922.08$147.60 per $1,000,000$26,388.21
Equity
Common stock, $0.01 par value per shareRule 457(c) and Rule 457(h)
554,122(4)
$137.12(5)
$75,981,208.64$147.60 per $1,000,000$11,214.83
Total Offering Amounts$254,763,130.72$37,603.04
Total Fee Offsets(6)
$ —
Net Fee Due$37,603.04
image_0a.jpg
(1)     Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock (“Common Stock”) that become issuable under the Registrant’s 2016 Equity Incentive Award Plan, as amended (the “2016 Plan”), and the Registrant’s 2016 Employee Stock Purchase Plan (“ESPP”) by reason of any stock dividend, stock split or similar transaction effected without the receipt of consideration that results in an increase in the number of the outstanding shares of Common Stock.
(2) Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2016 Plan on January 1, 2024 pursuant to an “evergreen” provision contained in the 2016 Plan. Pursuant to such provision, the number of shares of Common Stock reserved for issuance pursuant to awards under the 2016 Plan shall be increased on the first day of each calendar year ending in 2026, equal to the lesser of (i) 2% of the shares of Common Stock outstanding on the last day of the immediately preceding calendar year and (ii) such smaller number of shares of Common Stock as determined by the Registrant’s Board of Directors; provided, that no more than 22,627,878 shares of Common Stock may be issued upon the exercise of incentive stock options under the 2016 Plan.
(3)     Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $161.32 per share, which is the average of the high and low prices of Common Stock on May 17, 2024, as reported on the New York Stock Exchange.
(4)     Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the ESPP on January 1, 2024 pursuant to an “evergreen” provision contained in the ESPP. Pursuant to such provision, the number of shares of Common Stock reserved for issuance under the ESPP shall be increased on the first day of each calendar year ending in 2026, equal to the lesser of (i) 1% of the shares of Common Stock outstanding on the last day of the immediately preceding calendar year and (ii) such smaller number of shares of Common Stock as determined by the Registrant’s Board of Directors; provided, that no more than 6,788,363 shares of Common Stock may be issued under the ESPP, subject to certain adjustments.


(5)    Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $161.32 per share, which is the average of the high and low prices of Common Stock on May 17, 2024, as reported on the New York Stock Exchange, multiplied by 85%. Pursuant to the ESPP, the purchase price of the shares of Common Stock reserved for issuance thereunder will be at least 85% of the lower of the fair market value of a share of Common Stock on the applicable Enrollment Date or Purchase Date (as defined in the ESPP).
(6)    The Registrant does not have any fee offsets.

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