Skillz (SKLZ) Form 4 Skillz / Miriam Aguirre 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^*

Aguirre Miriam

(Last) (First) (Middle)

C/O SKILLZ INC.

P.O. BOX 445

(Street)

SAN FRANCISCO CA 94104

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Skillz Inc. [ SKLZ ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2021

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	11/08/2021		M		10,428	A	$0.428	1,556,670	D
Class A common stock	11/08/2021		S		10,428(1)	D	$12.963(1)	1,546,242	D
Class A common stock	11/08/2021		M		7,782	A	$0.428	1,564,452	D
Class A common stock	11/08/2021		M		35,430	A	$1.325	1,599,882	D
Class A common stock	11/08/2021		M		59,616	A	$1.325	1,659,498	D
Class A common stock	11/08/2021		S		59,616(2)	D	$12.805(2)	1,599,882	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
Stock Option (right to buy)	$0.428	11/08/2021	11/08/2021	M			10,428	(3)	04/25/2029	Class A common stock	10,428	$0.428	117,049	D
Stock Option (right to buy)	$0.428	11/08/2021	11/08/2021	M			7,782	(3)	04/25/2029	Class A common stock	7,782	$0.428	109,267	D
Stock Option (right to buy)	$1.325	11/08/2021	11/08/2021	M			35,430	(4)	06/08/2030	Class A common stock	35,430	$1.325	1,045,506	D
Stock Option (right to buy)	$1.325	11/08/2021	11/08/2021	M			59,616	(4)	06/08/2030	Class A common stock	59,616	$1.325	1,080,936	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $12.940 to $13.010. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

2. This transaction was executed in multiple trades at prices ranging from $12.750 to $12.960. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

3. Twenty-five percent of the stock option grant vested on April 29, 2020 and the remainder vested in quarterly increments thereafter.

4. Twenty-five percent of the stock option grant vested on August 1, 2021 and the remainder vested in quarterly increments thereafter.

Remarks:

	/s/ Charlotte Edelman, Attorney-in-Fact	11/09/2021
	** 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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