SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Insight Holdings Group, LLC

(Last) (First) (Middle)
C/O INSIGHT VENTURE PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Pluralsight, Inc. [ PS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/11/2019
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 03/11/2019 S(1) 2,290,602 D $28.3725(1) 6,487,704 I See footnote(2)
Class A Common Stock 03/11/2019 S(1) 329,165 D $28.3725(1) 932,300 I See footnote(3)
Class A Common Stock 03/11/2019 S(1) 5,203,102 D $28.3725(1) 7,153,616 I See footnote(4)
Class A Common Stock 03/11/2019 S(1) 120,313 D $28.3725(1) 165,415 I See footnote(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (6) (6) (6) Class A Common Stock (6) 12,142,265 I See footnote(7)
1. Name and Address of Reporting Person*
Insight Holdings Group, LLC

(Last) (First) (Middle)
C/O INSIGHT VENTURE PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Insight Venture Partners (Cayman) VII, L.P.

(Last) (First) (Middle)
C/O INSIGHT VENTURE PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Insight Venture Partners (Delaware) VII, L.P.

(Last) (First) (Middle)
C/O INSIGHT VENTURE PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
IVP CIF II (PS Splitter), L.P.

(Last) (First) (Middle)
C/O INSIGHT VENTURE PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Insight Venture Associates VII, L.P.

(Last) (First) (Middle)
C/O INSIGHT VENTURE PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Insight Venture Associates VII, Ltd.

(Last) (First) (Middle)
C/O INSIGHT VENTURE PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Insight Venture Partners VII (Co-Investors), L.P.

(Last) (First) (Middle)
C/O INSIGHT VENTURE PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Insight Venture Associates Coinvestment II, L.P.

(Last) (First) (Middle)
C/O INSIGHT VENTURE PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Insight Venture Partners VII, L.P.

(Last) (First) (Middle)
C/O INSIGHT VENTURE PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
Explanation of Responses:
1. See Exhibit 99.1
2. See Exhibit 99.1
3. See Exhibit 99.1
4. See Exhibit 99.1
5. See Exhibit 99.1
6. See Exhibit 99.1
7. See Exhibit 99.1
Remarks:
This Form 4 is the first of two Forms 4 filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons. This first Form 4 should be read in conjunction with the second Form 4 filed by the Designated Filer, Insight Holdings Group, LLC on the date hereof. Exhibit List ------------ Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Signatures Exhibit 99.3 - Joint Filer Information
Insight Holdings Group, LLC, By: Blair Flicker, Attorney-in-Fact, /s/ Blair Flicker 03/12/2019
** 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 4 (b)(v).
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EXPLANATION OF RESPONSES
(1)
On March 11, 2019, upon the closing of a public offering of the Issuer’s common stock by certain selling shareholders, Insight Venture Partners (Cayman) VII, L.P., Insight Venture Partners (Delaware) VII, L.P., Insight Venture Partners VII, L.P., Insight Venture Partners VII (Co-Investors), L.P., IVP CIF II (AIP A), L.P. and IVP CIF II (AIP B), L.P.  sold an aggregate amount of 11,650,000 shares of Class A Common Stock, par value $0.0001, for a price per share of $28.3725. Such price per share reflects underwriter discounts and fees. The price to public was $29.25.
(2)
Held directly by Insight Venture Partners (Cayman) VII, L.P.
(3)
Held directly by Insight Venture Partners (Delaware) VII, L.P.
(4)
Held directly by Insight Venture Partners VII, L.P.
(5)
Held directly by Insight Venture Partners VII (Co-Investors), L.P.
(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 convertible into one share of Class A common stock at the option of the holder and has no expiration date.
(7)
Held directly by IVP CIF II (PS Splitter), L.P.

JOINT FILERS’ SIGNATURES
INSIGHT HOLDINGS GROUP, LLC
 
   
   
By:
/s/ Blair Flicker                                                  
Date:  March 12, 2019
Name:
Blair Flicker
 
Title:
Attorney-in-Fact
 
     
     
INSIGHT VENTURE PARTNERS (CAYMAN) VII, L.P.
 
By:
Insight Venture Associates VII, L.P., its general partner
 
By:
Insight Venture Associates VII, Ltd., its general partner
 
     
     
By:
/s/ Blair Flicker                                                  
Date:  March 12, 2019
Name:
Blair Flicker
 
Title:
Vice President
 
     
     
INSIGHT VENTURE PARTNERS (DELAWARE) VII, L.P
 
By:
Insight Venture Associates VII, L.P., its general partner
 
By
Insight Venture Associates VII, Ltd., its general partner
 
     
     
By:
/s/ Blair Flicker                                                  
 Date:  March 12, 2019
Name:
Blair Flicker
 
Title:
Vice President
 
     
     
IVP CIF II (PS SPLITTER), L.P.
 
By:
Insight Venture Associates Coinvestment II, L.P., its general partner
 
     
     
By:
/s/ Blair Flicker                                                  
 Date:  March 12, 2019
Name:
Blair Flicker
 
Title:
Vice President
 
     
     
INSIGHT VENTURE ASSOCIATES VII, L.P.
 
By:
Insight Venture Associates VII, Ltd., its general partner
 
     
     
By:
/s/ Blair Flicker                                                  
 Date:  March 12, 2019
Name:
Blair Flicker
 
Title:
Vice President
 
     





     
INSIGHT VENTURE ASSOCIATES VII, LTD.
 
     
     
By:
/s/ Blair Flicker                                                   
 Date:  March 12, 2019
Name:
Blair Flicker
 
Title:
Vice President
 
     
     
INSIGHT VENTURE ASSOCIATES COINVESTMENT II, L.P.
 
     
     
By:
/s/ Blair Flicker                                                  
 Date:  March 12, 2019
Name:
Blair Flicker
 
Title:
Authorized Officer
 
     
     
INSIGHT VENTURE PARTNERS VII (CO-INVESTORS), L.P
 
By:
Insight Venture Associates VII, L.P., its general partner
 
By:
Insight Venture Associates VII, Ltd., its general partner  
     
     
By:
/s/ Blair Flicker                                                  
 Date:  March 12, 2019
Name:
Blair Flicker
 
Title:
Vice President
 
     
     
INSIGHT VENTURE PARTNERS VII, L.P.
 
By: Insight Venture Associates VII, L.P., its general partner  
By: Insight Venture Associates VII, Ltd., its general partner  
     
     
By:
/s/ Blair Flicker                                                  
 Date:  March 12, 2019
Name:
Blair Flicker
 
Title:
Vice President
 
     

JOINT FILER INFORMATION
6,487,704 shares of Class A common stock are held of record by Insight Venture Partners (Cayman) VII, L.P. (“IVP Cayman VII”), 932,300 shares of Class A common stock are held of record by Insight Venture Partners (Delaware) VII, L.P. (“IVP Delaware VII”),  7,153,616 shares of Class A common stock are held by Insight Venture Partners VII, L.P. (“IVP VII”), 165,415 shares of Class A common stock are held of record by Insight Venture Partners VII (Co-Investors), L.P. (“IVP VII Co-Investors” and, together with IVP Cayman VII, IVP Delaware VII and IVP VII, the “IVP VII Funds”). 1,979,788 shares of Class A common stock are held of record by IVP CIF II (AIP B), L.P. (“IVP AIP B”), 4,135,374 shares of Class A common stock are held of record by IVP CIF II (AIP A), L.P. (“IVP AIP A”) and 12,142,265 shares of Class B common stock are held of record by IVP CIF II (PS Splitter), L.P. (“Splitter”, together with IVP AIP B and IVP AIP A, the “IVP CIF Funds”).  The IVP CIF Funds, together with the IVP VII Funds, are referred to as the “IVP Funds”.


The amount listed as owned by each IVP VII Fund may be deemed to be attributable to the other IVP VII Funds, Insight Venture Associates VII, L.P. (“IVA VII”), Insight Venture Associates VII, Ltd. (“IVA VII Ltd”) and Insight Holdings Group, LLC (“Holdings”) because Holdings is the sole shareholder of IVA VII Ltd, which in turn is the general partner of IVA VII, which in turn is the general partner of each of the IVP VII Funds.  The amount listed as owned by each IVP CIF Fund may be deemed to be attributable to the other IVP CIF Funds, Insight Venture Associates Coinvestment II, L.P. (“IVA Coinvestment II”) and Holdings because Holdings is the sole shareholder of IVA Coinvestment II, which in turn is the general partner of each of the IVP CIF Funds.

Each of Jeffrey Horing, Deven Parekh, Peter Sobiloff, Michael Triplett and Jeffrey Lieberman is a member of the board of managers of Holdings and as such shares voting and dispositive power over the shares held of record by the IVP Funds. The foregoing is not an admission by IVA VII, IVA VII Ltd, IVA Coinvestment II or Holdings that it is the beneficial owner of the shares held of record by the IVP Funds. Each of Messrs. Horing, Parekh, Sobiloff, Triplett and Lieberman disclaims beneficial ownership of the shares held by the IVP Funds, except to the extent of his pecuniary interest therein.

The address of each of the entities and persons identified in this Exhibit 99.3 is c/o Insight Venture Partners, 1114 Avenue of the Americas, 36th Floor, New York, New York 10036.