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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Pluralsight, Inc. [ PS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/12/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 11/14/2018 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 11/12/2018 | M | 100,000 | A | $0 | 100,000(1) | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 C Common Stock | (2) | 11/12/2018 | M | 937,500 | (2) | (2) | Class A Common Stock | 937,500 | $0 | 2,684,567 | D | ||||
| Class C Common Stock | (2) | 11/12/2018 | F(3) | 413,638 | (2) | (2) | Class A Common Stock | 413,638 | $0 | 2,270,929 | D | ||||
| Class C Common Stock | (2) | 11/12/2018 | M(4) | 100,000 | (2) | (2) | Class A Common Stock | 100,000 | $0 | 2,170,929 | D | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The reported shares represent a one-for-one exchange of the Issuer's Class C Common Stock to Class A Common Stock following the November 12, 2018 settlement date. |
| 2. 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 holders thereof, and (iii) may only be issued, on a one-for-one basis, to the Reporting Person and his associated entities who held LLC Units. Each share of Class C 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. 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. |
| 3. The reported shares were withheld to satisfy the Reporting Person's tax liability in connection with the vesting of RSUs. |
| 4. Represent shares of Class C Common Stock exchanged on a one-for-one basis into shares of Class A Common Stock. |
| Remarks: |
| This Form 4 is being amended to reflect the exchange of 100,000 shares of Class C Common Stock into shares of Class A Common Stock, which was inadvertently omitted from the original Form 4, and to update the number of derivative securities beneficially owned accordingly. |
| /s/ Matthew Forkner, by power of attorney for Aaron Skonnard | 01/23/2019 | |
| /s/ Matthew Forkner, by power of attorney for Skonnard Consulting, Inc. | 01/23/2019 | |
| ** 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). | ||
| 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. | ||