CUSIP No. 72941B 106 13G
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1.
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Names of reporting persons
Aaron Skonnard
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2.
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Check the appropriate box if a member of a group
(a) ¨ (b) ¨
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3.
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SEC use only
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4.
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Citizenship or place of organization
United States
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Number of shares beneficially owned by each reporting person with:
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5.
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Sole voting power
14,950,303(1)
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6.
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Shared voting power
988,408(2)
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7.
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Sole dispositive power
14,950,303(1)
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8.
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Shared dispositive power
988,408(2)
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9.
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Aggregate amount beneficially owned by each reporting person
15,938,711(1)(2)
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10.
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Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
¨
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11.
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Percent of class represented by amount in Row (9)
13.46%(3)(4)
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12.
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Type of reporting person
IN
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(1) Consists of (i) 389,827 shares of Class A Common Stock and 10,548,482 shares of Class C Common Stock held by Skonnard Consulting, Inc., of which the Reporting Person is an owner and maintains voting control; (ii) 656,700 shares of Class C Common Stock held by the Skonnard Family GRAT 2021, of which the Reporting Person is trustee; (iii) 149,094 shares of Class C Common Stock held by Aaron and Monica Skonnard Revocable Trust, of which the Reporting Person is a co-trustee and for which the Reporting Person has sole voting and dispositive power; (iv) 1,926,515 shares of Class C Common Stock held by the Reporting Person, of which 764,343 shares are unvested and subject to a right of repurchase in favor of the Company as of December 31, 2019; (v) 964 shares of Class A Common Stock held by the Reporting Person; (vi) 104,096 shares of Class C Common Stock issuable pursuant to restricted stock units that are subject to vesting conditions within 60 days of December 31, 2019, and (vii) 1,174,625 shares of Class A Common Stock subject to options that are exercisable within 60 days of December 31, 2019. All Class C Common Stock are exchangeable at the option of the Reporting Person into shares of Class A Common Stock on a one-for-one basis at any time.
(2) Consists of 988,408 shares of Class C Common Stock held by the True Nord Trust, of which Mr. Skonnard may be deemed to have voting and dispositive power.
(3) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class C Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 104,083,271 shares of Class A Common Stock outstanding as of December 31, 2019, as reported by the Issuer and (ii) the conversion of 14,373,295 shares of Class C Common Stock deemed beneficially owned by the Reporting Person, as described above, into shares of Class A Common Stock.
(4) Each share of Class A Common Stock is entitled to one vote and each share of Class C Common Stock is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class C Common Stock because these shares are treated as converted into Class A Common Stock for purpose of this report.
CUSIP No. 72941B 106 13G
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1.
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Names of reporting persons
Skonnard Consulting, Inc.
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2.
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Check the appropriate box if a member of a group
(a) ¨ (b) ¨
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3.
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SEC use only
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4.
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Citizenship or place of organization
United States
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Number of shares beneficially owned by each reporting person with:
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5.
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Sole voting power
10,938,309(5)
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6.
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Shared voting power
0
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7.
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Sole dispositive power
10,938,309(5)
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8.
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Shared dispositive power
0
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9.
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Aggregate amount beneficially owned by each reporting person
10,938,309(5)
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10.
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Check if the aggregate amount in Row (9) excludes certain shares
¨
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11.
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Percent of class represented by amount in Row (9)
9.54%(6)(7)
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12.
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Type of reporting person
CO
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(5) Consists of (i) 389,827 shares of Class A Common Stock and (ii) 10,548,482 shares of Class C Common Stock held by Skonnard Consulting, Inc., of which the Reporting Person is an owner and which shares of Class C Common Stock are exchangeable at the option of the holder into shares of Class A Common Stock on a one-for-one basis.
(6) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class C Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 104,083,271 shares of Class A Common Stock outstanding as December 31, 2019, as reported by the Issuer and (ii) the conversion of 10,548,482 shares of Class C Common Stock deemed beneficially owned by the Reporting Person, as described above, into shares of Class A Common Stock.
(7) Each share of Class A Common Stock is entitled to one vote and each share of Class C Common Stock is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class C Common Stock because these shares are treated as converted into Class A Common Stock for purpose of this report.
Item 1(a). Name of issuer:
Pluralsight, Inc.
Item 1(b). Address of issuer's principal executive offices:
182 North Union Avenue, Farmington, Utah 84025
Item 2(a). Name of person filing:
This statement is being jointly filed on behalf of Aaron Skonnard and Skonnard Consulting, Inc. ("Skonnard Consulting"). Mr. Skonnard is the owner of Skonnard Consulting. Mr. Skonnard and Skonnard Consulting are each referred to herein as a "Reporting Person" and collectively as the "Reporting Persons."
Item 2(b). Address or principal business office or, if none, residence:
The Principal Business Office of each Reporting Person is c/o Pluralsight, Inc. 182 North Union Avenue, Farmington, Utah 84025.
Item 2(c). Citizenship:
Mr. Skonnard is a citizen of the United States of America. Skonnard Consulting is a Utah corporation.
Item 2(d). Title of class of securities:
Class A Common Stock
Item 2(e). CUSIP No.:
72941B 106
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. 78c);
(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) ¨ Investment Adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) ¨ Employee Benefit Plan or Endowment Fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) ¨ Parent Holding Company or Control Person in accordance with §240.13d-1(b)(1)(ii)(G);
(h) ¨ A savings associations 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 §240.13d-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.
(a) Amount beneficially owned:
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i.
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Mr. Skonnard: 15,938,711(1)(2)
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ii.
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Skonnard Consulting: 10,938,309(4)
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(b) Percent of class:
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i.
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Mr. Skonnard: 13.46% (3)(6)
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ii.
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Skonnard Consulting: 9.54% (5)(6)
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(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
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a.
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Mr. Skonnard: 14,950,303(1)
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b.
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Skonnard Consulting: 10,938,309(4)
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(ii) Shared power to vote or to direct the vote:
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a.
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Mr. Skonnard: 988,408(2)
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(iii) Sole power to dispose or to direct the disposition of:
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a.
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Mr. Skonnard: 14,950,303(1)
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b.
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Skonnard Consulting: 10,938,309(4)
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(iv) Shared power to dispose or to direct the disposition of:
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a.
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Mr. Skonnard: 988,408(2)
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(1) Consists of (i) 389,827 shares of Class A Common Stock and 10,548,482 shares of Class C Common Stock held by Skonnard Consulting, Inc., of which the Reporting Person is an owner and maintains voting control; (ii) 656,700 shares of Class C Common Stock held by the Skonnard Family GRAT 2021, of which the Reporting Person is trustee; (iii) 149,094 shares of Class C Common Stock held by Aaron and Monica Skonnard Revocable Trust, of which the Reporting Person is a co-trustee and for which the Reporting Person has sole voting and dispositive power; (iv) 1,926,515 shares of Class C Common Stock held by the Reporting Person, of which 764,343 shares are unvested and subject to a right of repurchase in favor of the Company as of December 31, 2019; (v) 964 shares of Class A Common Stock held by the Reporting Person; (vi) 104,096 shares of Class C Common Stock issuable pursuant to restricted stock units that are subject to vesting conditions within 60 days of December 31, 2019, and (vii) 1,174,625 shares of Class A Common Stock subject to options that are exercisable within 60 days of December 31, 2019. All Class C Common Stock are exchangeable at the option of the Reporting Person into shares of Class A Common Stock on a one-for-one basis at any time.
(2) Consists of 988,408 shares of Class C Common Stock held by the True Nord Trust, of which Mr. Skonnard may be deemed to have voting and dispositive power.
(3) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class C Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 104,083,271 shares of Class A Common Stock outstanding as of December 31,2019, as reported by the Issuer and (ii) the conversion of 14,373,295 shares of Class C Common Stock deemed beneficially owned by the Reporting Person, as described above, into shares of Class A Common Stock.
(4) Consists of (i) 389,827 shares of Class A Common Stock and (ii) 10,548,482 shares of Class C Common Stock held by Skonnard Consulting, Inc., of which Mr. Skonnard is an owner and which shares of Class C Common Stock are exchangeable at the option of the holder into shares of Class A Common Stock on a one-for-one basis.
(5) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class C Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 104,083,271 shares of Class A Common Stock outstanding as of December, as reported by the Issuer and (ii) the conversion of 10,548,482 shares of Class C Common Stock deemed beneficially owned by the Reporting Person, as described above, into shares of Class A Common Stock.
(6) Each share of Class A Common Stock is entitled to one vote and each share of Class C Common Stock is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class C Common Stock because these shares are treated as converted into Class A Common Stock for purpose of this report.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Item 4 above.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2020
/s/ Aaron Skonnard
Aaron Skonnard
Skonnard Consulting, Inc.
/s/ Aaron Skonnard
Name: Aaron Skonnard
Title: Chief Executive Officer
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