AMIN TARANG Form 4/A Filed 2024-04-29

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

AMIN TARANG

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

(Last)

(First)

(Middle)

C/O E.L.F. BEAUTY, INC., 570 10TH STREET

3. Date of Earliest Transaction (Month/Day/Year)
04/05/2024

(Street)

OAKLAND, CA 94607

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)
04/19/2024

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	04/05/2024		S⁽¹⁾		5,817	D	$161.2635⁽²⁾	38,447⁽³⁾	I	By Family Trust
Common Stock, $0.01 par value	04/05/2024		S⁽¹⁾		2,966	D	$162.0695⁽⁴⁾	35,481⁽³⁾	I	By Family Trust
Common Stock, $0.01 par value	04/05/2024		S⁽¹⁾		4,602	D	$163.2401⁽⁵⁾	30,879⁽³⁾	I	By Family Trust
Common Stock, $0.01 par value	04/05/2024		S⁽¹⁾		2,502	D	$164.0388⁽⁶⁾	28,377⁽³⁾	I	By Family Trust
Common Stock, $0.01 par value	04/05/2024		S⁽¹⁾		800	D	$165.13⁽⁷⁾	27,577⁽³⁾	I	By Family Trust
Common Stock, $0.01 par value								219,417⁽³⁾⁽⁸⁾	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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Explanation of Responses:

1.	Transaction made pursuant to a 10b5-1 trading plan adopted by the Reporting Person on June 8, 2023.
2.	The transaction was executed in multiple trades in prices ranging from $160.70 to $161.66, 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.
3.	Reflects the transfer of 33,375 shares previously held directly by the Reporting Person into a family trust.
4.	The transaction was executed in multiple trades in prices ranging from $161.71 to $162.65, 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.
5.	The transaction was executed in multiple trades in prices ranging from $162.72 to $163.68, 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 $163.73 to $164.44, 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 $164.84 to $165.20, 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.	Includes 127,140 restricted stock units.
Remarks: On April 19, 2024, the original Form 4 was filed which did not include the sales for one of the Family Trusts or the transfer of shares to that trust from directly held shares.

	Signatures
	/s/ Scott K. Milsten, Attorney-in-Fact for Tarang Amin	04/29/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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