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*
Walkingshaw Nate

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Experience Officer
5. 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 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 60,000(1) D
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 B Common Stock (2) (2) Class A Common Stock 413,825 (2) D
Explanation of Responses:
1. The shares are represented by restricted stock units ("RSUs"). Of the reported shares, 30,000 RSUs vest as follows: 25% of the RSUs vest on July 1, 2018 and an additional 6.25% vest each three months thereafter, provided that no RSUs vest and settle until the Issuer's initial public offering (the "IPO") lockup release date. The remaining 30,000 RSUs vest in two equal annual installments beginning on April 1, 2019.
2. 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 IPO. 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.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Matthew Forkner, by power of attorney 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.
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                                                                      Exhibit 24

                                  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 4, 2018.

                                        Signature:    /s/ Nate Walkingshaw
                                                  ------------------------------
                                                       Nate Walkingshaw