SEC FORM 3/A 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)
05/17/2018
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)
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 (1) (1) Class A Common Stock 1,747,067(2) (1) D
Restricted Share Units (3) (3) Class C Common Stock 3,000,000 (3) 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. 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.
2. The number of shares of Class C Common Stock listed here reflects the result of the Rescission Transactions entered into between the Issuer and the Reporting Person, as further described in the Issuer's quarterly report on Form 10-Q filed with the Commission on October 24, 2018. As a result of the Rescission Transaction, 150,173 shares of Class C Common Stock that originally appeared as directly owned in Table I now are included in the Class C Common Stock reported here.
3. 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 July 25, 2018 and an additional 6.25% vest each three months thereafter, provided that no RSUs vest and settle until the IPO lockup release date. The original Form 3 incorrectly stated the initial vesting date as September 29, 2018.
Remarks:
The Reporting Person's original Form 3 incorrectly listed 60,000 shares of Class A Common Stock as being indirectly held through the Reporting Person's status as a co-trustee of a family trust; the 60,000 shares were previously transferred via gift by the Reporting Person and are omitted from the Reporting Person's holdings in this Amended Form 3.
/s/ Matthew Forkner, by power of attorney for Aaron Skonnard 01/23/2019
/s/ Matthew Forkner, by power of attorney for Skonnard Consulting, Inc. 01/23/2019
** 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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