Pluralsight Form 4 Pluralsight / TIMOTHY I MAUDLIN 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

MAUDLIN TIMOTHY I

(Last) (First) (Middle)

C/O PLURALSIGHT, INC.

182 N. UNION AVE.

(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)
08/24/2020

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

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)	08/24/2020		G(2)	V		9,168	(1)	(1)	Class A Common Stock	9,168	$0	94,255	D
Class B Common Stock	(1)	08/24/2020		G(2)	V	9,168		(1)	(1)	Class A Common Stock	9,168	$0	9,168	I	See footnote(3)
Class B Common Stock	(1)	08/24/2020		G(4)	V		10,832	(1)	(1)	Class A Common Stock	10,832	$0	19,168	I	See footnote(5)
Class B Common Stock	(1)	08/24/2020		G(4)	V	10,832		(1)	(1)	Class A Common Stock	10,832	$0	20,000	I	See footnote(3)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	59,582		59,582	I	See footnote(6)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	79,583		79,583	I	See footnote(7)

Explanation of Responses:

1. One share of the Issuer's Class B common stock (the "Class B Common Stock"), was issued for each limited liability company unit of Pluralsight Holdings, LLC (each an "LLC Unit") held by the reporting person pursuant to a reclassification of Pluralsight Holdings, LLC that occurred prior to the Issuer's initial public offering. 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. This transaction 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.

3. The shares are held of record by the Timothy I. Maudlin 2020 Trust ("2020 GRAT"), of which the Reporting Person is a trustee.

4. The reported shares represent a disposition and acquisition resulting from the transfer of shares from the Timothy I Maudlin 2019 Trust ("2019 GRAT") to the 2020 GRAT as part of the annual annuity contribution pursuant to the terms of the 2019 GRAT. This transaction 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.

5. The shares are held of record by the 2019 GRAT, of which the Reporting Person is a trustee.

6. The shares are held of record by the Timothy I. Maudlin Revocable Trust, of which the Reporting Person is a trustee

7. The shares are held of record by the Janice K. Maudlin Revocable Trust, of which the reporting person's spouse is a trustee

Remarks:

	/s/ Matthew Forkner, by power of attorney	08/26/2020
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.