Statement of Changes in Beneficial Ownership (4)
April 05 2021 - 4:23PM
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)
4/1/2021 |
(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 | 4/1/2021 | | F | | 2941 (1) | D | $22.42 | 299324 | D | |
Class A Common Stock | | | | | | | | 329827 (2) | I | See footnote. (3) |
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 |
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 | 9732644.0 | | 9732644 | I | See footnote. (3) |
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 | 988408.0 | | 988408 | I | See footnote. (6) |
Class C Common Stock | (4) | | | | | | | (4) | (4) | Class A Common Stock | 440477.0 | | 440477 | I | See footnote. (7) |
Restricted Share Units | (8) | | | | | | | (8) | (8) | Class C Common Stock | 375000.0 | | 375000 | D | |
Employee Stock Option (right to buy) | $15.0 | | | | | | | (9) | 5/17/2028 | Class A Common Stock | 1566166.0 | | 1566166 | D | |
Explanation of Responses: |
(1) | The shares listed as disposed of 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 exempt from Section 16(b) pursuant to Rule 16b-3(e) and these shares were not issued to or sold by the Reporting Person. |
(2) | The reported shares were acquired on May 16, 2018 pursuant to an exchange agreement entered into with the Issuer in connection with the Issuer's initial public offering (the "IPO"). |
(3) | The shares are held of record by Skonnard Consulting, Inc. of which the Reporting Person is an owner. |
(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 limited liability company units of Pluralsight Holdings, LLC (each, an "LLC Unit"). Each share of Class C Common Stock and corresponding LLC Unit is redeemable or 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 True Nord Trust, of which members of the Reporting Person's immediate family are beneficiaries. |
(7) | The shares are held of record by the Skonnard Family GRAT 2021, of which the Reporting Person is trustee. |
(8) | Each restricted share unit ("RSU") represents a contingent right to receive one share of Class C Common Stock and one LLC Unit. 25% of the RSUs vested on July 25, 2018 and an additional 6.25% vest each three months thereafter. |
(9) | Shares subject to the option vest in four equal semiannual installments beginning on November 17, 2018. |
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 | | 4/5/2021 |
**Signature of Reporting Person | Date |
/s/ Matthew Forkner, by power of attorney for Skonnard Consulting, Inc. | | 4/5/2021 |
**Signature of Reporting Person | Date |
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