SEC FORM 3 SEC Form 3
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*
Skonnard Aaron

(Last) (First) (Middle)
C/O PLURALSIGHT, INC.
182 NORTH UNION AVENUE

(Street)
FARMINGTON UT 84025

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2018
3. Issuer Name and Ticker or Trading Symbol
Pluralsight, Inc. [ PS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Co-Founder, CEO, & Chairman
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
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 150,173(1) D
Class A Common Stock 449,827(1) I See footnote(2)
Class A Common Stock 60,000(1) I See footnote(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Class C Common Stock (4) (4) Class A Common Stock 1,596,894 (4) D
Class C Common Stock (4) (4) Class A Common Stock 10,532,042 (4) I See footnote.(2)
Class C Common Stock (4) (4) Class A Common Stock 410,121 (4) I See footnote.(5)
Class C Common Stock (4) (4) Class A Common Stock 903,771 (4) I See footnote.(6)
Class C Common Stock (4) (4) Class A Common Stock 605,310 (4) I See footnote.(7)
Restricted Share Units (8) (8) Class C Common Stock 3,000,000 (8) D
1. Name and Address of Reporting Person*
Skonnard Aaron

(Last) (First) (Middle)
C/O PLURALSIGHT, INC.
182 NORTH UNION AVENUE

(Street)
FARMINGTON UT 84025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Skonnard Consulting, Inc.

(Last) (First) (Middle)
C/O PLURALSIGHT, INC.
182 NORTH UNION AVENUE

(Street)
FARMINGTON UT 84025

(City) (State) (Zip)
Explanation of Responses:
1. The reported shares were acquired on May 16, 2018 pursuant to an exchange agreement entered into with the Issuer in connection with the Issuer's initial public offering (the "IPO").
2. The shares are held of record by Skonnard Consulting, Inc. of which the reporting person is an owner.
3. The shares are held of record by the Aaron and Monica Skonnard Revocable Trust of which the reporting person is a co-trustee.
4. One share of the Issuer's Class C common stock (the "Class C Common Stock"), was issued for each limited liability company unit of Pluralsight Holdings, LLC (each an "LLC Unit") held by the reporting person and his associated entities pursuant to a reclassification of Pluralsight Holdings, LLC that occurred prior to the IPO. 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.
5. The shares are held of record by the Skonnard Family GRAT 2018 of which the reporting person is a trustee.
6. The shares are held of record by the Skonnard Family GRAT 2021 of which the reporting person is a co-trustee.
7. The shares are held of record by the True Nord Trust, of which members of the reporting person's immediate family are beneficiaries.
8. Each restricted share unit ("RSU") represents a contingent right to receive one share of Class C Common Stock and one LLC Unit. 25% of the RSUs vest on September 29, 2018 and an additional 6.25% vest each three months thereafter, provided that no RSUs vest and settle until the IPO lockup release date.
Remarks:
Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney
/s/ Matthew Forkner, by power of attorney for Aaron Skonnard 05/17/2018
/s/ Matthew Forkner, by power of attorney for Skonnard Consulting, Inc. 05/17/2018
** 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 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.
                                                                    Exhibit 24.1

                               POWER OF ATTORNEY

       The undersigned, as a Section 16 reporting person of Pluralsight, Inc.
(the "Company"), hereby constitutes and appoints James Budge, Matthew Forkner,
Matthew Tenney, and Mark Hansen, the undersigned's true and lawful attorneys-in-
fact to:

          1. complete and execute Forms 3, 4, and 5 and other forms and all
             amendments thereto as such attorneys-in-fact shall in their
             discretion determine to be required or advisable pursuant to
             Section 16 of the Securities Exchange Act of 1934, as amended, and
             the rules and regulations promulgated thereunder, or any successor
             laws and regulations, as a consequence of the undersigned's
             ownership, acquisition, or disposition of securities of the
             Company; and

          2. do all acts necessary in order to file such forms with the
             Securities and Exchange Commission, any securities exchange or
             national association, the Company and such other person or agency
             as the attorneys-in-fact shall deem appropriate.

       The undersigned hereby ratifies and confirms all that said attorneys-in-
fact and agent shall do or cause to be done by virtue hereof.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934, as amended.

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the foregoing attorneys-in-fact.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of April 18, 2018.


                                        Signature:    /s/ Aaron Skonnard
                                                 -------------------------------
                                                      Aaron Skonnard








                                                                    Exhibit 24.2

                  LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE

          The undersigned, as a 10% stockholder of Pluralsight, Inc. (the
"Company"), hereby constitutes and appoints James Budge, Matthew Forkner,
Matthew Tenney, and Mark Hansen, the undersigned's true and lawful attorneys-in-
fact and agent to complete and execute such Forms 144, Form ID, Forms 3, 4 and 5
and other forms as such attorney shall in his or her discretion determine to be
required or advisable pursuant to Rule 144 promulgated under the Securities Act
of 1933, as amended, Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder, or any successor
laws and regulations, as a consequence of the undersigned's ownership,
acquisition or disposition of securities of the Company, and to do all acts
necessary in order to file such forms with the Securities and Exchange
Commission, any securities exchange or national association, the Company and
such other person or agency as the attorney shall deem appropriate.  The
undersigned acknowledges that the Company shall use its reasonable best efforts
to provide the undersigned a copy of the proposed Forms 3, 4 or 5 at least one
business day prior to filing such forms with the Securities and Exchange
Commission.

          The undersigned hereby ratifies and confirms all that said attorneys-
in-fact and agent shall do or cause to be done by virtue hereof.  The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934, as amended.

          This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4 and 5 with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the Company and the foregoing attorneys-in-fact.

          IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of April 18, 2018.

                                        SKONNARD CONSULTING, INC.

                                        Signature:   /s/ Aaron Skonnard
                                                  ------------------------------
                                                      Aaron Skonnard