Statement of Changes in Beneficial Ownership (4)
30 July 2020 - 8:07AM
Edgar (US Regulatory)
FORM 4
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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 OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Skonnard Aaron |
2. Issuer Name and Ticker or Trading Symbol
Pluralsight, Inc.
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PS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Co-Founder, CEO, & Chairman |
(Last)
(First)
(Middle)
C/O PLURALSIGHT, INC., 182 NORTH UNION AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/27/2020 |
(Street)
FARMINGTON, UT 84025
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 7/27/2020 | | M(1) | | 83063 | A | $0 | 246476 | D | |
Class A Common Stock | 7/27/2020 | | F(2) | | 83063 | D | $18.26 | 163413 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Share Units | (3) | 7/27/2020 | | M | | | 187500 | (3) | (3) | Class C Common Stock | 187500.0 | $0 | 750000 | D | |
Class C Common Stock | (4) | 7/27/2020 | | M | | 187500 | | (4) | (4) | Class A Common Stock | 187500.0 | $0 | 1852567 | D | |
Class C Common Stock | (4) | 7/27/2020 | | M (1) | | | 83063 | (4) | (4) | Class A Common Stock | 83063.0 | $0 | 1769504 | D | |
Explanation of Responses: |
(1) | Represents shares of Class C Common Stock exchanged on a one-for-one basis into shares of Class A Common Stock. |
(2) | The shares were withheld by the Issuer to satisfy the Reporting Person's tax liability in connection with the vesting of restricted stock units previously granted to the Reporting Person. Such withholding is permissible pursuant to the terms of the lock-up agreement as further described in the Issuer's prospectus dated June 9, 2020 relating to the underwritten public offering of the Issuer's Class A Common Stock completed on June 12, 2020 and is exempt from Section 16(b) pursuant to Rule 16b-3(e). These shares were not issued to or sold by the Reporting Person. |
(3) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class C Common Stock and one limited liability company unit of Pluralsight Holdings, LLC (each, an "LLC Unit"). 25% of the RSUs vested on July 25, 2018 and an additional 6.25% vest each three months thereafter. |
(4) | The shares of Class C Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer ten-to-one voting rights on the holders thereof, and (iii) may only be issued, on a one-for-one basis, to the Reporting Person and his associated entities who held an LLC Unit. Each share of Class C Common Stock and corresponding LLC Unit is exchangeable for one share of Class A Common Stock at the option of the holder (for which the Issuer may substitute cash) and has no expiration date. The Class C Common Stock is also convertible into Class B Common Stock on a one-for-one basis at the Reporting Person's election. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Skonnard Aaron C/O PLURALSIGHT, INC. 182 NORTH UNION AVENUE FARMINGTON, UT 84025 | X | X | Co-Founder, CEO, & Chairman |
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Signatures
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/s/ Matthew Forkner, by power of attorney | | 7/29/2020 |
**Signature of Reporting Person | Date |
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