ESTC

SEC source: 0001062993-25-015512 · form4.xml · nonDerivative · entry 5

Banon Shay · CIK 0001753445 · Director · Chief Technology Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 4,368,106

F5 · price: The price reported in Column 4 represents a weighted average sales price of $90.3452. These shares were sold in multiple transactions at prices ranging from $90.00 to $90.555, inclusive.

SEC source: 0001062993-25-015512 · form4.xml · nonDerivative · entry 4

Banon Shay · CIK 0001753445 · Director · Chief Technology Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 4,468,106

F4 · price: The price reported in Column 4 represents a weighted average sales price of $91.2654. These shares were sold in multiple transactions at prices ranging from $91.0861 to $91.51, inclusive.

SEC source: 0001062993-25-015512 · form4.xml · nonDerivative · entry 3

Banon Shay · CIK 0001753445 · Director · Chief Technology Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 4,474,918

F3 · price: The price reported in Column 4 represents a weighted average sales price of $90.6262. These shares were sold in multiple transactions at prices ranging from $90.0331 to $91.0235, inclusive.

SEC source: 0001062993-25-015512 · form4.xml · nonDerivative · entry 2

Banon Shay · CIK 0001753445 · Director · Chief Technology Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 4,498,518

F2 · price: The price reported in Column 4 represents a weighted average sales price of $89.5659. These shares were sold in multiple transactions at prices ranging from $89.0204 to $90.0041, inclusive.

SEC source: 0001062993-25-015512 · form4.xml · nonDerivative · entry 1

Banon Shay · CIK 0001753445 · Director · Chief Technology Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 4,534,418

F1 · price: The price reported in Column 4 represents a weighted average sales price of $88.6689. These shares were sold in multiple transactions at prices ranging from $88.0135 to $89.0062, inclusive. The reporting person undertakes to provide to Elastic N.V., any security holder of Elastic N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in footnotes 1 through 5 to this Form 4.

SEC source: 0001062993-25-015392 · form4.xml · nonDerivative · entry 4

Banon Shay · CIK 0001753445 · Director · Chief Technology Officer

10b5-1 filing: No plan indicated

Ownership: Indirect · By fund for joint account

Disclosed balance after: 2,054,978

F4 · price: The price reported in Column 4 represents a weighted average sales price of $ 86.7828. These shares were sold in multiple transactions at prices ranging from $86.74 to $86.89, inclusive.

F5 · ownership.nature: Held by a fund for joint account (the "fund") owned by the Reporting Person's three minor children. The Reporting Person continues to have sole control of such fund and remains the indirect beneficial owner of the shares owned by such fund.

SEC source: 0001062993-25-015392 · form4.xml · nonDerivative · entry 3

Banon Shay · CIK 0001753445 · Director · Chief Technology Officer

10b5-1 filing: No plan indicated

Ownership: Indirect · By fund for joint account

Disclosed balance after: 2,062,679

F3 · price: The price reported in Column 4 represents a weighted average sales price of $ 86.3691. These shares were sold in multiple transactions at prices ranging from $85.74 to $86.73, inclusive.

F5 · ownership.nature: Held by a fund for joint account (the "fund") owned by the Reporting Person's three minor children. The Reporting Person continues to have sole control of such fund and remains the indirect beneficial owner of the shares owned by such fund.

SEC source: 0001062993-25-015392 · form4.xml · nonDerivative · entry 2

Banon Shay · CIK 0001753445 · Director · Chief Technology Officer

10b5-1 filing: No plan indicated

Ownership: Indirect · By fund for joint account

Disclosed balance after: 2,154,978

F2 · price: The price reported in Column 4 represents a weighted average sales price of $ 84.7183. These shares were sold in multiple transactions at prices ranging from $84.52 to $84.92, inclusive.

F5 · ownership.nature: Held by a fund for joint account (the "fund") owned by the Reporting Person's three minor children. The Reporting Person continues to have sole control of such fund and remains the indirect beneficial owner of the shares owned by such fund.

SEC source: 0001062993-25-015392 · form4.xml · nonDerivative · entry 1

Banon Shay · CIK 0001753445 · Director · Chief Technology Officer

10b5-1 filing: No plan indicated

Ownership: Indirect · By fund for joint account

Disclosed balance after: 2,170,744

F1 · price: The price reported in Column 4 represents a weighted average sales price of $ 84.102. These shares were sold in multiple transactions at prices ranging from $83.52 to $84.5186, inclusive. The reporting person undertakes to provide to Elastic N.V., any security holder of Elastic N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in footnotes 1 through 4 to this Form 4.

F5 · ownership.nature: Held by a fund for joint account (the "fund") owned by the Reporting Person's three minor children. The Reporting Person continues to have sole control of such fund and remains the indirect beneficial owner of the shares owned by such fund.

SEC source: 0001062993-25-012143 · form4.xml · nonDerivative · entry 1

Dodds Mark Eugene · CIK 0002003569 · Chief Revenue Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 172,321

SEC source: 0001062993-25-011822 · form4.xml · nonDerivative · entry 1

Kulkarni Ashutosh · CIK 0001829070 · Director · Chief Executive Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 476,936

F1 · kind: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 24, 2024.

F2 · price: The price reported in Column 4 represents a weighted average sales price of $ 80.0119. These shares were sold in multiple transactions at prices ranging from $79.555 to $80.52, inclusive. The reporting person undertakes to provide to Elastic N.V., any security holder of Elastic N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.

SEC source: 0001062993-25-011346 · form4.xml · nonDerivative · entry 3

Dodds Mark Eugene · CIK 0002003569 · Chief Revenue Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 165,443

F4 · kind: The ordinary shares were sold to satisfy the Reporting Person's tax obligations in connection with the vesting of PSUs and RSUs. The sales were mandated by the Issuer's equity incentive plan which requires the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

SEC source: 0001062993-25-011345 · form4.xml · nonDerivative · entry 3

Herzog Carolyn · CIK 0001927549 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 93,985

F4 · kind: The ordinary shares were sold to satisfy the Reporting Person's tax obligations in connection with the vesting of PSUs and RSUs. The sales were mandated by the Issuer's equity incentive plan which requires the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

SEC source: 0001062993-25-011347 · form4.xml · nonDerivative · entry 2

Welihinda Navam · CIK 0001894706 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 133,925

F2 · kind: The ordinary shares were sold to satisfy the Reporting Person's tax obligations in connection with the vesting of RSUs. The sales were mandated by the Issuer's equity incentive plan which requires the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

SEC source: 0001062993-25-011344 · form4.xml · nonDerivative · entry 3

Kulkarni Ashutosh · CIK 0001829070 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 454,841

F3 · kind: The ordinary shares were sold to satisfy the Reporting Person's tax obligations in connection with the vesting of PSUs and RSUs. The sales were mandated by the Issuer's equity incentive plan which requires the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

SEC source: 0001062993-25-011343 · form4.xml · nonDerivative · entry 3

Banon Shay · CIK 0001753445 · Director · Chief Technology Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 4,560,291

F3 · kind: The ordinary shares were sold to satisfy the Reporting Person's tax obligations in connection with the vesting of PSUs and RSUs. The sales were mandated by the Issuer's equity incentive plan which requires the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

SEC source: 0001062993-25-011342 · form4.xml · nonDerivative · entry 3

Exner Ken · CIK 0001943965 · Chief Product Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 230,494

F3 · kind: The ordinary shares were sold to satisfy the Reporting Person's tax obligations in connection with the vesting of PSUs and RSUs. The sales were mandated by the Issuer's equity incentive plan which requires the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

SEC source: 0001062993-25-011542 · form4a.xml · nonDerivative · entry 3

Dodds Mark Eugene · CIK 0002003569 · Chief Revenue Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 174,821

SEC source: 0001062993-25-011541 · form4a.xml · nonDerivative · entry 3

Herzog Carolyn · CIK 0001927549 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 99,820

SEC source: 0001062993-25-011545 · form4a.xml · nonDerivative · entry 3

Exner Ken · CIK 0001943965 · Chief Product Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 239,872

SEC source: 0001062993-25-011544 · form4a.xml · nonDerivative · entry 3

Banon Shay · CIK 0001753445 · Director · Chief Technology Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 4,568,106

SEC source: 0001062993-25-011540 · form4a.xml · nonDerivative · entry 3

Kulkarni Ashutosh · CIK 0001829070 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 481,936

SEC source: 0001062993-25-011346 · form4.xml · nonDerivative · entry 2

Dodds Mark Eugene · CIK 0002003569 · Chief Revenue Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 170,957

F3 · shares: The ordinary shares are represented by restricted stock units ("RSUs"), (a) 40,513 of which vest in sixteen equal quarterly installments beginning on September 8, 2025 and (b) 28,938 of which vest 20% on June 8, 2026, 20% on June 8, 2027, 30% on June 8, 2028 and 30% on June 8, 2029.

SEC source: 0001062993-25-011346 · form4.xml · nonDerivative · entry 1

Dodds Mark Eugene · CIK 0002003569 · Chief Revenue Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 101,506

F1 · shares: Represents ordinary shares earned with respect to an award of performance-based RSUs ("PSUs") granted on June 8, 2024, as determined based on the Issuer's achievement of specified performance goals. One-third of the PSUs vest on the determination date, and thereafter one-eighth of the remaining PSUs vest in quarterly installments beginning on September 8, 2025, contingent on the Reporting Person's continued service on such vesting date.

F2 · balance_after: Includes 332 ordinary shares purchased under the Issuer's Employee Stock Purchase Plan on March 15, 2025.

SEC source: 0001062993-25-011345 · form4.xml · nonDerivative · entry 2

Herzog Carolyn · CIK 0001927549 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 99,687

F3 · shares: The ordinary shares are represented by restricted stock units ("RSUs"), which vest in sixteen equal quarterly installments beginning on September 8, 2025.

SEC source: 0001062993-25-011345 · form4.xml · nonDerivative · entry 1

Herzog Carolyn · CIK 0001927549 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 82,903

F1 · shares: Represents ordinary shares earned with respect to an award of performance-based RSUs ("PSUs") granted on June 8, 2024, as determined based on the Issuer's achievement of specified performance goals. One-third of the PSUs vest on the determination date, and thereafter one-eighth of the remaining PSUs vest in quarterly installments beginning on September 8, 2025, contingent on the Reporting Person's continued service on such vesting date.

F2 · balance_after: Includes 333 ordinary shares purchased under the Issuer's Employee Stock Purchase Plan on March 15, 2025.

SEC source: 0001062993-25-011347 · form4.xml · nonDerivative · entry 1

Welihinda Navam · CIK 0001894706 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 136,186

F1 · shares: The ordinary shares are represented by restricted stock units ("RSUs"), which vest in sixteen equal quarterly installments beginning on September 8, 2025.

SEC source: 0001062993-25-011344 · form4.xml · nonDerivative · entry 2

Kulkarni Ashutosh · CIK 0001829070 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 477,742

F2 · shares: The ordinary shares are represented by restricted stock units ("RSUs"), which vest in sixteen equal quarterly installments beginning on September 8, 2025.

SEC source: 0001062993-25-011344 · form4.xml · nonDerivative · entry 1

Kulkarni Ashutosh · CIK 0001829070 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 385,139

F1 · shares: Represents ordinary shares earned with respect to an award of performance-based RSUs ("PSUs") granted on June 8, 2024, as determined based on the Issuer's achievement of specified performance goals. One-third of the PSUs vest on the determination date, and thereafter one-eighth of the remaining PSUs vest in quarterly installments beginning on September 8, 2025, contingent on the Reporting Person's continued service on such vesting date.

SEC source: 0001062993-25-011343 · form4.xml · nonDerivative · entry 2

Banon Shay · CIK 0001753445 · Director · Chief Technology Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 4,565,408

F2 · shares: The ordinary shares are represented by restricted stock units ("RSUs"), which vest in sixteen equal quarterly installments beginning on September 8, 2025.

SEC source: 0001062993-25-011343 · form4.xml · nonDerivative · entry 1

Banon Shay · CIK 0001753445 · Director · Chief Technology Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 4,539,364

F1 · shares: Represents ordinary shares earned with respect to an award of performance-based RSUs ("PSUs") granted on June 8, 2024, as determined based on the Issuer's achievement of specified performance goals. One-third of the PSUs vest on the determination date, and thereafter one-eighth of the remaining PSUs vest in quarterly installments beginning on September 8, 2025, contingent on the Reporting Person's continued service on such vesting date.

SEC source: 0001062993-25-011342 · form4.xml · nonDerivative · entry 2

Exner Ken · CIK 0001943965 · Chief Product Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 237,412

F2 · shares: The ordinary shares are represented by restricted stock units ("RSUs"), (a) 40,513 of which vest in sixteen equal quarterly installments beginning on September 8, 2025 and (b) 28,938 of which vest 20% on June 8, 2026, 20% on June 8, 2027, 30% on June 8, 2028 and 30% on June 8, 2029.

SEC source: 0001062993-25-011342 · form4.xml · nonDerivative · entry 1

Exner Ken · CIK 0001943965 · Chief Product Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 167,961

F1 · shares: Represents ordinary shares earned with respect to an award of performance-based RSUs ("PSUs") granted on June 8, 2024, as determined based on the Issuer's achievement of specified performance goals. One-third of the PSUs vest on the determination date, and thereafter one-eighth of the remaining PSUs vest in quarterly installments beginning on September 8, 2025, contingent on the Reporting Person's continued service on such vesting date.

SEC source: 0001062993-25-011542 · form4a.xml · nonDerivative · entry 2

Dodds Mark Eugene · CIK 0002003569 · Chief Revenue Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 180,335

SEC source: 0001062993-25-011542 · form4a.xml · nonDerivative · entry 1

Dodds Mark Eugene · CIK 0002003569 · Chief Revenue Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 110,884

F1 · shares: This Form 4 is being amended to correct and restate the total number of ordinary shares earned with respect to PSUs granted on June 8, 2024 and to correct and restate the number of securities beneficially owned following each of the reported transactions. All other information reported in the original Form 4 is correct.

SEC source: 0001062993-25-011541 · form4a.xml · nonDerivative · entry 2

Herzog Carolyn · CIK 0001927549 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 105,522

SEC source: 0001062993-25-011541 · form4a.xml · nonDerivative · entry 1

Herzog Carolyn · CIK 0001927549 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 88,738

F1 · shares: This Form 4 is being amended to correct and restate the total number of ordinary shares earned with respect to PSUs granted on June 8, 2024 and to correct and restate the number of securities beneficially owned following each of the reported transactions. All other information reported in the original Form 4 is correct.

SEC source: 0001062993-25-011545 · form4a.xml · nonDerivative · entry 2

Exner Ken · CIK 0001943965 · Chief Product Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 246,790

SEC source: 0001062993-25-011545 · form4a.xml · nonDerivative · entry 1

Exner Ken · CIK 0001943965 · Chief Product Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 177,339

F1 · shares: This Form 4 is being amended to correct and restate the total number of ordinary shares earned with respect to PSUs granted on June 8, 2024 and to correct and restate the number of securities beneficially owned following each of the reported transactions. All other information reported in the original Form 4 is correct.

SEC source: 0001062993-25-011544 · form4a.xml · nonDerivative · entry 2

Banon Shay · CIK 0001753445 · Director · Chief Technology Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 4,573,223

SEC source: 0001062993-25-011544 · form4a.xml · nonDerivative · entry 1

Banon Shay · CIK 0001753445 · Director · Chief Technology Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 4,547,179

F1 · shares: This Form 4 is being amended to correct and restate the total number of ordinary shares earned with respect to PSUs granted on June 8, 2024 and to correct and restate the number of securities beneficially owned following each of the reported transactions. All other information reported in the original Form 4 is correct.

SEC source: 0001062993-25-011540 · form4a.xml · nonDerivative · entry 2

Kulkarni Ashutosh · CIK 0001829070 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 504,837

SEC source: 0001062993-25-011540 · form4a.xml · nonDerivative · entry 1

Kulkarni Ashutosh · CIK 0001829070 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 412,234

F1 · shares: This Form 4 is being amended to correct and restate the total number of ordinary shares earned with respect to PSUs granted on June 8, 2024 and to correct and restate the number of securities beneficially owned following each of the reported transactions. All other information reported in the original Form 4 is correct.

SEC source: 0001062993-25-006329 · form4.xml · nonDerivative · entry 2

Kulkarni Ashutosh · CIK 0001829070 · Director · Chief Executive Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 371,591

F1 · kind: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 24, 2024.

F3 · price: The price reported in Column 4 represents a weighted average sales price of $103.2687. These shares were sold in multiple transactions at prices ranging from $103.19 to $103.52, inclusive.

SEC source: 0001062993-25-006329 · form4.xml · nonDerivative · entry 1

Kulkarni Ashutosh · CIK 0001829070 · Director · Chief Executive Officer

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 372,062

F1 · kind: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 24, 2024.

F2 · price: The price reported in Column 4 represents a weighted average sales price of $102.5704. These shares were sold in multiple transactions at prices ranging from $102.145 to $103.11, inclusive. The reporting person undertakes to provide to Elastic N.V., any security holder of Elastic N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in footnotes 2 and 3 of this Form 4.

SEC source: 0001062993-25-005276 · form4.xml · nonDerivative · entry 2

Herzog Carolyn · CIK 0001927549 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 79,652

SEC source: 0001062993-25-005278 · form4.xml · nonDerivative · entry 1

Dodds Mark Eugene · CIK 0002003569 · Chief Revenue Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 96,484

F1 · kind: The ordinary shares were sold to satisfy the Reporting Person's tax obligations in connection with the vesting of restricted stock units. The sales were mandated by the Issuer's equity incentive plan which requires the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

SEC source: 0001062993-25-005276 · form4.xml · nonDerivative · entry 1

Herzog Carolyn · CIK 0001927549 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 84,152

F1 · kind: The ordinary shares were sold to satisfy the Reporting Person's tax obligations in connection with the vesting of restricted stock units ("RSUs") and performance-based RSUs. The sales were mandated by the Issuer's equity incentive plan which requires the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

SEC source: 0001062993-25-005277 · form4.xml · nonDerivative · entry 1

Kulkarni Ashutosh · CIK 0001829070 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 376,591

F1 · kind: The ordinary shares were sold to satisfy the Reporting Person's tax obligations in connection with the vesting of restricted stock units ("RSUs") and performance-based RSUs. The sales were mandated by the Issuer's equity incentive plan which requires the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

SEC source: 0001062993-25-005275 · form4.xml · nonDerivative · entry 1

Exner Ken · CIK 0001943965 · Chief Product Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 163,271

F1 · kind: The ordinary shares were sold to satisfy the Reporting Person's tax obligations in connection with the vesting of restricted stock units ("RSUs") and performance-based RSUs. The sales were mandated by the Issuer's equity incentive plan which requires the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.