| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 12/16/2020 | 3. Issuer Name and Ticker or Trading Symbol Skillz Inc. [ SKLZ ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A common stock | 157,817 | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (right to buy) | (1) | 07/16/2030 | Class A common stock | 231,601 | 1.33 | D | |
| Earn-Out Shares | (2) | 12/16/2025 | Class A common stock | 2,936 | 0.00 | D | |
| Explanation of Responses: |
| 1. Twenty-five percent of the stock option grant vests on July 13, 2021 and the remainder vests in quarterly increments thereafter. |
| 2. On December 16, 2020 (the "Closing Date"), the Reporting Person received the right to acquire 2,936 shares of the Issuer's Class A Common Stock in connection with the Issuer's business combination, (i) one-half of which will be released from escrow if (a) the VWAP for at least 20 of any 30 consecutive trading days following the Closing Date is at least $15.00 or (b) the Issuer consummates a transaction resulting in its stockholders being able to exchange their shares for cash, securities or other property with a per share value ("Qualifying Value") of at least $15.00; and (ii) one-half if (a) the VWAP for at least 20 of any 30 consecutive trading days following the Closing Date is at least $17.50 or (b) the Issuer consummates a transaction with a Qualifying Value of at least $17.50. Any shares not eligible to be released within five years of the Closing Date will be forfeited and canceled. |
| /s/ Charlotte Edelman | 12/18/2020 | |
| ** 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 5 (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. | ||
