Statement of Changes in Beneficial Ownership (4)
February 11 2021 - 5:39PM
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., 42 FUTURE WAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/9/2021 |
(Street)
DRAPER, UT 84020
(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)
___ Form filed by One Reporting Person
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X
_ 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 | 2/9/2021 | | A | | 153664 (1) | A | $0 | 304521 | D | |
Class A Common Stock | | | | | | | | 329827 | I | See footnote. (2) |
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) | | | | | | | (3) | (3) | Class C Common Stock | 375000.0 | | 375000 | D | |
Class C Common Stock | (4) | | | | | | | (4) | (4) | Class A Common Stock | 1981561.0 | | 1981561 | D | |
Class C Common Stock | (4) | | | | | | | (4) | (4) | Class A Common Stock | 365317.0 | | 365317 | I | See footnote. (5) |
Class C Common Stock | (4) | | | | | | | (4) | (4) | Class A Common Stock | 440477.0 | | 440477 | I | See footnote. (6) |
Class C Common Stock | (4) | | | | | | | (4) | (4) | Class A Common Stock | 988408.0 | | 988408 | I | See footnote. (7) |
Class C Common Stock | (4) | | | | | | | (4) | (4) | Class A Common Stock | 9732644.0 | | 9732644 | I | See footnote. (2) |
Explanation of Responses: |
(1) | The reported shares are represented by restricted stock units ("RSUs"), pursuant to which two-thirds vest after one year, and the remaining shares vest in two equal quarterly installments thereafter, subject to the Reporting Person's continued service through each vesting date. |
(2) | The shares are held of record by Skonnard Consulting, Inc. of which the Reporting Person is an owner. |
(3) | Each restricted share 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 Reporting Person, and (iii) may only be issued, on a one-for-one basis, to the Reporting Person and his associated entities who held LLC Units. 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. |
(5) | The shares are held of record by the 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. |
(6) | The shares are held of record by the Skonnard Family GRAT 2021, of which the Reporting Person is trustee. |
(7) | The shares are held of record by the True Nord Trust, of which members of the Reporting Person's immediate family are beneficiaries. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Skonnard Aaron C/O PLURALSIGHT, INC. 42 FUTURE WAY DRAPER, UT 84020 | X | X | Co-Founder, CEO, & Chairman |
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Skonnard Consulting, Inc. C/O PLURALSIGHT, INC. 42 FUTURE WAY DRAPER, UT 84020 |
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| Relation to Reporting Person |
Signatures
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/s/ Matthew Forkner, by power of attorney for Aaron Skonnard | | 2/11/2021 |
**Signature of Reporting Person | Date |
/s/ Matthew Forkner, by power of attorney for Skonnard Consulting, Inc. | | 2/11/2021 |
**Signature of Reporting Person | Date |
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