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*
Skonnard Aaron

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

(Street)
FARMINGTON UT 84025

(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Co-Founder, CEO, & Chairman
3. Date of Earliest Transaction (Month/Day/Year)
07/26/2019
4. 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 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 07/26/2019 M(1) 84,594 A $0 166,899 D
Class A Common Stock 07/26/2019 S(2) 84,594 D $30.4732(3) 82,305 D
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
Restricted Share Units (4) 07/26/2019 M 187,500 (4) (4) Class C Common Stock 187,500 $0 1,500,000 D
Class C Common Stock (5) 07/26/2019 M 187,500 (5) (5) Class A Common Stock 187,500 $0 1,906,672 D
Class C Common Stock (5) 07/26/2019 M(1) 84,594 (5) (5) Class A Common Stock 84,594 $0 1,822,078 D
Explanation of Responses:
1. Represent shares of Class C Common Stock exchanged on a one-for-one basis into shares of Class A Common Stock.
2. The reported shares were sold to cover the Reporting Person's tax liability in connection with the vesting of restricted share units.
3. The sale price represents the weighted average price of the shares sold ranging from $30.40 to $30.67 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
4. 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.
5. 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 limited liability company units of Pluralsight Holdings, LLC (each, an "LLC Unit"). 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.
Remarks:
/s/ Matthew Forkner, by power of attorney for Aaron Skonnard 07/30/2019
** 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).
** 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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