Elf Beauty, Inc

Subject to completion, dated September 12, 2016 uy these iled with Preliminary prospectus e.l.f. Beauty, Inc. 8,333,333 Shares This is an initial public offering of common stock of e.l.f. Beauty, Inc. The selling stockholders are selling 4,333,333 shares of common stock, and we are selling 4,000,000 shares of our common stock in this offering. We will not receive any proceeds from the sale of shares by the selling stockholders. The estimated initial public offering price is between $14.00 and $16.00 per share. Currently, no public market exists for the shares. We have been approved to list our common stock on the New York Stock Exchange under the symbol “ELF.” We are an “emerging growth company” as defined by the Jumpstart Our Business Startups Act of 2012, and we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. Per share Total Initial public offering price $$ Underwriting discounts and commissions(1) $$ Proceeds to us, before expenses $$ Proceeds to selling stockholders, before expenses $$ (1) See “Underwriting” for additional information regarding underwriting compensation. The underwriters may also purchase up to an additional 1,250,000 shares from the selling stockholders, at the initial public offering price, less the underwriting discount for 30 days from the date of this prospectus. Investing in our common stock involves a high degree of risk. See “Risk factors” beginning on page 12. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares to purchasers on or about , 2016. J.P. Morgan Morgan Stanley Piper Jaffray Wells Fargo Securities William Blair Cowen and Company BMO Capital Markets Stifel SunTrust Robinson Humphrey the Securities and Exchangesecurities Commission in any is jurisdiction effective. where This the offer preliminary or prospectus sale is is not not permitted. an offer to sell these securities nor does it seek an offer to b The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement f The date of this prospectus is , 2016 Table of contents Page Industry and market data ...................................................................... ii Prospectus summary .......................................................................... 1 The offering ................................................................................ 7 Summary consolidated financial data ............................................................. 9 Risk factors ................................................................................. 12 Special note regarding forward-looking statements ................................................... 39 Trademarks, trade names and service marks ........................................................ 40 Use of proceeds .............................................................................. 41 Dividend policy .............................................................................. 42 Capitalization ............................................................................... 43 Dilution .................................................................................... 44 Unaudited pro forma condensed financial information ................................................ 46 Selected consolidated financial data .............................................................. 53 Management’s discussion and analysis of financial condition and results of operations ........................ 56 Business ................................................................................... 71 Management ................................................................................ 92 Executive compensation ....................................................................... 99 Certain relationships and related party transactions .................................................. 113 Principal and selling stockholders ................................................................ 116 Description of capital stock ..................................................................... 119 Description of certain indebtedness ............................................................... 124 Shares eligible for future sale ................................................................... 128 Material U.S. federal income tax consequences to non-U.S. holders ....................................... 130 Underwriting ................................................................................ 133 Legal matters ............................................................................... 137 Experts .................................................................................... 137 Where you can find additional information ......................................................... 137 Index to financial statements ................................................................... F-1 You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. Neither we, the selling stockholders nor the underwriters have authorized anyone to provide you with different information. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus, or any free writing prospectus, as the case may be, or any sale of shares of our common stock. Through and including , 2016 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. For investors outside the United States: e.l.f. Beauty, Inc. (the “Company”), the selling stockholders and the underwriters are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. Neither we, the selling stockholders nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside the United States. Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them. i Industry and market data Certain of the market data and other statistical information contained in this prospectus, such as the size, growth and share of the cosmetics industry and its constituent market segments, are based on information from independent industry organizations and other third-party sources, industry publications, surveys and forecasts. Some market data and statistical information contained in this prospectus are also based on management’s estimates and calculations, which are derived from our review and interpretation of the independent sources, our internal market and brand research and our knowledge of the cosmetics industry. Information that is based on estimates, forecasts, projections or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. References to e.l.f.’s share of the U.S. mass cosmetics market and top 10 U.S. cosmetics brands and the size and growth rates of the global and U.S. cosmetics category, segment, product and channel and skin care categories refer to retail sales in absolute dollar terms as tracked by Euromonitor International Limited’s Beauty and Personal Care 2016 edition system, published in March 2016 as part of its annual multi-client Passport research program, which includes food, drug and mass (“FDM”), department stores, direct and specialty channels; data reflects current prices and 2015 exchange rates fixed by Euromonitor. References to our retail sales from products launched in the last three years refer to U.S. retail sales across categories as tracked by Nielsen’s XAOC, including C-store database for the 52 weeks ended January 2, 2016 and prior years downloaded in April 2016, which includes the FDM channel. Other statements in this prospectus regarding market data, unless otherwise noted, are based on studies conducted by Calimesa Consulting Partners, LLC and MetrixLab, which we commissioned. These studies were based on surveys of a broad sampling of cosmetics consumers. For the purposes of this prospectus: • “aided awareness” is a measure of the number of people who express knowledge of a brand or product when prompted; • “cosmetics” market segment refers to the market segment defined as Color Cosmetics by Euromonitor International Limited and consists of face makeup, eye makeup, lip products, nail products and color cosmetics sets/kits;

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