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*
ICONIQ Strategic Partners GP, L.P.

(Last) (First) (Middle)
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(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 X 10% Owner
Officer (give title below) Other (specify below)
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 942,397(1) D(4)(5)
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 (6) (6) Class A Common Stock 3,754,873(2) 0.00(6) D(4)(5)
Class B Common Stock (6) (6) Class A Common Stock 3,180,662(3) 0.00(6) D(4)(5)
1. Name and Address of Reporting Person*
ICONIQ Strategic Partners GP, L.P.

(Last) (First) (Middle)
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ICONIQ Strategic Partners-B, L.P.

(Last) (First) (Middle)
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ICONIQ Strategic Partners Co-Invest, L.P., Series PS

(Last) (First) (Middle)
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ICONIQ Strategic Partners, L.P.

(Last) (First) (Middle)
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ICONIQ Strategic Partners TT GP, Ltd.

(Last) (First) (Middle)
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Makan Divesh

(Last) (First) (Middle)
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Griffith William J.G.

(Last) (First) (Middle)
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
Explanation of Responses:
1. ICONIQ Strategic Partners-B, L.P. ("ICONIQ B") is the direct owner of these securities.
2. ISP Main Fund PS LLC ("ISP Main Fund") is the direct owner of these securities.
3. ICONIQ Strategic Partners Co-Invest, L.P., Series PS ("ICONIQ CO PS") is the direct owner of these securities.
4. ICONIQ Strategic Partners GP, L.P. ("ICONIQ GP") is the general partner of each of ICONIQ B, ICONIQ Strategic Partners, L.P. ("ICONIQ") and ICONIQ CO PS (collectively, the "Funds"). ICONIQ Strategic Partners TT GP, Ltd. ("ICONIQ Parent GP") is the general partner of ICONIQ GP. Divesh Makan ("Makan") and William Griffith ("Griffith") are the equity holders and directors of ICONIQ Parent GP. ISP Main Fund is a special purpose entity controlled by ICONIQ and whose members are ICONIQ and Makan.
5. Each of ICONIQ GP, ICONIQ Parent GP, Makan and Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
6. One share of the Issuer's 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 Issuer's initial public offering of its Class A common stock. 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 List: Exhibit 99.1 - Joint Filers' Names and Addresses
ICONIQ Strategic Partners, L.P., by ICONIQ Strategic Partners GP, L.P., its General Partner, by ICONIQ Strategic Partners TT GP, Ltd., its General Partner, /s/ Kevin Foster 05/17/2018
ICONIQ Strategic Partners-B, L.P., by ICONIQ Strategic Partners GP, L.P., its General Partner, by ICONIQ Strategic Partners TT GP, Ltd., its General Partner, /s/ Kevin Foster 05/17/2018
ICONIQ Strategic Partners Co-Invest, L.P., Series PS, by ICONIQ Strategic Partners GP, L.P., its General Partner, by ICONIQ Strategic Partners TT GP, Ltd., its General Partner, /s/ Kevin Foster 05/17/2018
ICONIQ Strategic Partners GP, L.P., by ICONIQ Strategic Partners TT GP, Ltd., its general partner, /s/ Kevin Foster 05/17/2018
ICONIQ Strategic Partners TT GP, Ltd., by Kevin Foster, its Senior Vice President, /s/ Kevin Foster 05/17/2018
/s/ Divesh Makan 05/17/2018
/s/ William Griffith 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).
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Exhibit 99.1

                       JOINT FILERS' NAMES AND ADDRESSES

1. ICONIQ Strategic Partners GP, L.P.
2. ICONIQ Strategic Partners-B, L.P.
3. ICONIQ Strategic Partners Co-Invest, L.P., Series PS
4. ICONIQ Strategic Partners, L.P.
5. ICONIQ Strategic Partners TT GP, Ltd.
6. Divesh Makan
7. William Griffith

The business address for each of the above reporting persons is:

c/o ICONIQ Strategic Partners, 394 Pacific Avenue, 2nd Floor
San Francisco, CA 94111