James Budge Form 4 Pluralsight / James Budge ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Budge James

(Last) (First) (Middle)

C/O PLURALSIGHT, INC.

182 NORTH UNION AVENUE

(Street)

FARMINGTON UT 84025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Pluralsight, Inc. [ PS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/19/2019		M(1)		200,000	A	$0	397,158	D
Class A Common Stock	02/19/2019		S(2)(3)		199,400	D	$29.2674(4)	197,758	D
Class A Common Stock	02/19/2019		S(2)(3)		600	D	$30	197,158	D
Class A Common Stock	02/20/2019		M(1)		133,091	A	$0	330,249	D
Class A Common Stock	02/20/2019		S(2)		133,091	D	$29.6968(5)	197,158	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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 B Common Stock	(6)	02/19/2019		J(7)			33,091	(6)	(6)	Class A Common Stock	33,091	$0	0	I	See footnote.(8)
Class B Common Stock	(6)	02/19/2019		M(7)		33,091		(6)	(6)	Class A Common Stock	33,091	$0	1,094,358	D
Class B Common Stock	(6)	02/19/2019		M(9)			200,000	(6)	(6)	Class A Common Stock	200,000	$0	894,358	D
Class B Common Stock	(6)	02/20/2019		M(9)			133,091	(6)	(6)	Class A Common Stock	133,091	$0	761,267	D

Explanation of Responses:

1. The reported shares represent a one-for-one exchange of the Issuer's Class B Common Stock to Class A Common Stock.

2. The sale transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 28, 2018.

3. The Reporting Person's sale of the Issuer's Class A Common Stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 750 shares, with the Reporting Person's purchase of 750 shares of Issuer common stock at a price of $23.29 per share on December 6, 2018. The Reporting Person has agreed to pay to the Issuer $4,922.94, representing the full amount of the profit realized in connection with the short-swing transaction.

4. The sale price represents the weighted average price of the shares sold ranging from $28.99 to $29.63 per share. Upon request of the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

5. The sale price represents the weighted average price of the shares sold ranging from $28.98 to $29.95 per share. Upon request of the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

6. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof and (ii) only confer one-to-one voting rights on the holders thereof. Each share of Class B Common Stock 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.

7. Represents shares of Class B Common Stock transferred from the Budge Family Trust, of which the Reporting Person is a trustee, to direct ownership by the Reporting Person.

8. The shares are held of record by the Budge Family Trust, of which the Reporting Person is a trustee.

9. Represents shares of Class B Common Stock exchanged on a one-for-one basis into shares of Class A Common stock

Remarks:

	/s/ Matthew Forkner, by power of attorney	02/21/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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