Terrell Karenann K Form 4 Pluralsight / Karenann K Terrell 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^*

Terrell Karenann K

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2018

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	11/19/2018		M		89,761	A	(1)	89,761	I	See Footnote(2)
Class A Common Stock	11/19/2018		S(3)		54,366	D	$19.8264(4)	35,395	I	See Footnote(2)
Class A Common Stock	11/19/2018		S(3)		34,695	D	$20.694(5)	700	I	See Footnote(2)
Class A Common Stock	11/19/2018		S(3)		700	D	$21.6729(6)	0	I	See Footnote(2)
Class A Common Stock	11/20/2018		M		33,848	A	(1)	33,848	I	See Footnote(2)
Class A Common Stock	11/20/2018		S(3)		8,915	D	$18.6919(7)	24,933	I	See Footnote(2)
Class A Common Stock	11/20/2018		S(3)		24,933	D	$19.2386(8)	0	I	See Footnote(2)

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	(1)	11/19/2018		M			89,761	(1)	(1)	Class A Common Stock	89,761	$0.00	33,848	I	See Footnote(2)
Class B Common Stock	(1)	11/20/2018		M			33,848	(1)	(1)	Class A Common Stock	33,848	$0.00	0	I	See Footnote(2)

Explanation of Responses:

1. 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 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.

2. The shares are held of record by the Karen A. Terrell Living Trust, of which the Reporting Person is a trustee.

3. The sale transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 14, 2018.

4. The sale price represents the weighted average price of the shares sold ranging from $19.36 to $20.34 per share. Upon request by 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 $20.36 to $21.10 per share. Upon request by 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 sale price represents the weighted average price of the shares sold ranging from $21.59 to $21.88 per share. Upon request by 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.

7. The sale price represents the weighted average price of the shares sold ranging from $18.02 to $19.01 per share. Upon request by 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.

8. The sale price represents the weighted average price of the shares sold ranging from $19.02 to $19.75 per share. Upon request by 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.

Remarks:

	/s/ Matthew Forkner, by power of attorney	11/20/2018
	** 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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