Amended Statement of Beneficial Ownership (sc 13d/a)
March 10 2021 - 5:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of
1934
Skillz Inc.
(Name of Issuer)
Class A common stock, par value $0.0001
per share
Class B common stock, par value $0.001
per share
(Title of Class of Securities)
Class A common stock: 83067L 109
Class B common stock: Not Applicable
(CUSIP Number)
P.O. Box 445
San Francisco, CA 94104
(415) 762-0511
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
March 5, 2021
(Date of Event Which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box: ¨
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
1
|
NAME OF REPORTING PERSONS
Andrew Paradise
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨ (b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
PF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
84,028,622 Shares of Class B common stock and 0 shares of Class
A common stock(1)(2)
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
84,028,622 Shares of Class B common stock and 0 shares of Class
A common stock (1)(2)
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,028,622 Shares of Class B common stock and 0 shares of Class
A common stock (1)(2)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% of the Class A common stock and 98.7% of the Class B common
stock(2)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
(1)
|
The number of shares reported as beneficially owned as of March 5, 2021 by the Reporting Person were acquired in connection with the Business Combination (defined below) and include (i) 75,596,878 shares of Class B common stock, (ii) options to acquire 7,024,488 Class B common stock, and (iii) 1,407,256 shares Class B common released from escrow pursuant to the Earnout Escrow Agreement to the Reporting Person.
|
(2)
|
Calculated based on 291,746,159 shares of Class A common stock and 85,115,151 shares of Class B common stock issued and outstanding as of December 16, 2020 as reported in the Issuer’s Form 8-K filed with the U.S. Securities and Exchange Commission on December 21, 2020.
|
This Amendment No. 2 (this “Amendment
No. 2”) amends and supplements the Statement on Schedule 13D first filed with the Securities and Exchange Commission
on December 21, 2020 (as amended by Amendment No. 1 filed December 23, 2020, the “Original Schedule 13D”), and
is filed by the Reporting Person with respect to the Class A common stock and Class B common stock of the Issuer. Capitalized terms
used herein but not otherwise defined herein have the meanings given to them in the Original Schedule 13D.
This Amendment No. 2 amends the Original
Schedule 13D as specifically set forth herein. Except as set forth herein, all other information in the Original Schedule 13D remains
the same.
Item 4.
|
Purpose of the Transaction
|
Item 4 of the
Original Schedule 13D is hereby amended and supplemented by adding the following paragraph:
On March 5, 2021 the escrow agent released
from escrow the earnout shares according to the terms of the Earnout Escrow Agreement. Pursuant to which, 5,000,000 shares in the
form of either Class A common stock or Class B common stock were released to the Old Skillz stockholders who received shares of
New Skillz common stock as a result of the Business Combination, as described further in the Merger Agreement. The Class A common
stock held in escrow was released to the Old Skillz stockholders who received shares of New Skillz common stock as a result of
the Business Combination, other than the Reporting Person and a trust for the benefit of his family members. The 1,407,256 shares
of Class B common stock held in escrow were released to the Reporting Person. As a result of the release of the earnout shares,
the Reporting Person was issued 1,407,256 shares of Class B common stock and the Reporting Person no longer has voting control
over the 3,572,888 shares of Class A common stock released from escrow. This Amendment No. 2 updates the current holdings of the
Reporting Person.
Item 5.
|
Interest in Securities of the Issuer
|
(a) See responses
to Item 13 on the cover page.
(b) See responses
to Items 7, 8, 9 and 10 on the cover page.
(c) The Reporting
Person was involved in the Business Combination as the founder and Chief Executive Officer of Old Skillz. Except as set forth in
this Amendment No. 2, the Reporting Person has not, to the best of his knowledge, engaged in any transaction with respect to the
Class A common stock and Class B common stock during the sixty days prior to the date of filing this Amendment No. 2.
(d) Except as
described in Item 3, no person other than the Reporting Person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of the Class A common stock and the Class B common stock
of the issuer beneficially owned by the Reporting Person as reported in this Amendment No. 2.
(e) Not applicable.
Item 7.
|
Material to be Filed as Exhibits
|
Exhibit 99.1
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Power of Attorney
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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: March 9, 2021
Andrew Paradise
|
|
|
|
|
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By:
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/s/ Charlotte Edelman, Attorney-in-Fact
|
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Name: Andrew Paradise
|
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