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.
42 FUTURE WAY

(Street)
DRAPER UT 84020

(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)
10/23/2020
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 10/23/2020 M(1) 83,063 A $0 244,220 D
Class A Common Stock 10/23/2020 F(2) 83,063 D $18.04 161,157 D
Class A Common Stock 329,827 I See footnote.(3)
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) 10/23/2020 M 187,500 (4) (4) Class C Common Stock 187,500 $0 562,500 D
Class C Common Stock (5) 10/23/2020 M 187,500 (5) (5) Class A Common Stock 187,500 $0 1,957,004 D
Class C Common Stock (5) 10/23/2020 M(1) 83,063 (5) (5) Class A Common Stock 83,063 $0 1,873,941 D
Class C Common Stock (5) (5) (5) Class A Common Stock 365,317 365,317 I See footnote.(6)
Class C Common Stock (5) (5) (5) Class A Common Stock 440,477 440,477 I See footnote.(7)
Class C Common Stock (5) (5) (5) Class A Common Stock 988,408 988,408 I See footnote.(8)
Class C Common Stock (5) (5) (5) Class A Common Stock 9,732,644 9,732,644 I See footnote.(3)
1. Name and Address of Reporting Person*
Skonnard Aaron

(Last) (First) (Middle)
C/O PLURALSIGHT, INC.
42 FUTURE WAY

(Street)
DRAPER UT 84020

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Skonnard Consulting, Inc.

(Last) (First) (Middle)
C/O PLURALSIGHT, INC.
42 FUTURE WAY

(Street)
DRAPER UT 84020

(City) (State) (Zip)
Explanation of Responses:
1. Represents shares of Class C Common Stock exchanged on a one-for-one basis into shares of Class A Common Stock.
2. The shares were withheld by the Issuer to satisfy the Reporting Person's tax liability in connection with the vesting of restricted stock units previously granted to the Reporting Person. Such withholding is exempt from Section 16(b) pursuant to Rule 16b-3(e). These shares were not issued to or sold by the Reporting Person.
3. The shares are held of record by Skonnard Consulting, Inc. of which the Reporting Person is an owner.
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 vested 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 Reporting Person, 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.
6. The shares are held of record by the Aaron and Monica Skonnard Revocable Trust, of which the Reporting Person is a co-trustee, and for which the Reporting Person has sole voting and dispositive power.
7. The shares are held of record by the Skonnard Family GRAT 2021, of which the Reporting Person is trustee.
8. The shares are held of record by the True Nord Trust, of which members of the Reporting Person's immediate family are beneficiaries.
Remarks:
/s/ Matthew Forkner, by power of attorney for Aaron Skonnard 10/26/2020
/s/ Matthew Forkner, by power of attorney for Skonnard Consulting, Inc. 10/26/2020
** 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).
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