Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Paradise Andrew

(Last)

(First)

(Middle)

C/O SKILLZ INC.

6625 BADURA AVENUE

(Street)

LAS VEGAS

89118

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Skillz Inc. [ SKLZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/06/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	09/06/2024		M⁽¹⁾		72,462⁽¹⁾	A	$0	670,294	D
Class A common stock	09/06/2024		F		17,645	D	$6.22⁽²⁾	652,649	D
Class A common stock	09/06/2024		M⁽¹⁾		72,462⁽¹⁾	A	$0	725,111	D
Class A common stock	09/06/2024		F		17,645	D	$6.33⁽²⁾	707,466	D
Class A common stock	09/06/2024		M⁽¹⁾		72,461	A	$0	779,927	D
Class A common stock	09/06/2024		F		26,631	D	$6.14⁽²⁾	753,296	D
Class A common stock	09/06/2024		M⁽¹⁾		72,461	A	$0	825,757	D
Class A common stock	09/06/2024		F		28,514	D	$6.11⁽²⁾	797,243	D
Class A common stock	09/06/2024		M⁽¹⁾		72,461	A	$0	869,704	D
Class A common stock	09/06/2024		F		28,514	D	$6.02⁽²⁾	841,190	D
Class A common stock	09/06/2024		M⁽¹⁾		90,576	A	$0	931,766	D
Class A common stock	09/06/2024		F		35,642	D	$6.49⁽²⁾	896,124	D
Class A common stock	09/10/2024		M⁽¹⁾		90,576	A	$0	986,700	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	09/06/2024		M			72,462⁽⁴⁾	⁽⁵⁾	⁽⁵⁾	Class A common stock	72,462	$0	1,376,766	D
Restricted Stock Units	⁽³⁾	09/06/2024		M			72,462⁽⁴⁾	⁽⁵⁾	⁽⁵⁾	Class A common stock	72,462	$0	1,304,304	D
Restricted Stock Units	⁽³⁾	09/06/2024		M			72,461⁽⁴⁾	⁽⁵⁾	⁽⁵⁾	Class A common stock	72,461	$0	1,231,843	D
Restricted Stock Units	⁽³⁾	09/06/2024		M			72,461⁽⁴⁾	⁽⁵⁾	⁽⁵⁾	Class A common stock	72,461	$0	1,159,382	D
Restricted Stock Units	⁽³⁾	09/06/2024		M			72,461⁽⁴⁾	⁽⁵⁾	⁽⁵⁾	Class A common stock	72,461	$0	1,086,921	D
Restricted Stock Units	⁽³⁾	09/06/2024		M			90,576⁽⁴⁾	⁽⁵⁾	⁽⁵⁾	Class A common stock	90,576	$0	996,345	D
Restricted Stock Units	⁽³⁾	09/06/2024		M			90,576⁽⁴⁾	⁽⁵⁾	⁽⁵⁾	Class A common stock	90,576	$0	905,769	D

Explanation of Responses:

1. The restricted stock units vested and settled in Class A common stock of the Company on September 6, 2024.

2. Securities sold to cover tax obligations.

3. Each restricted stock unit represents a contingent right to receive one share of the Company's Class A common stock.

4. On June 23, 2023 (the "Effective Date"), the Class A common stock of the Company underwent a 1-for-20 reverse stock split (the "Reverse Stock Split"). All amounts of securities listed herein have been adjusted to reflect the effect of the Reverse Stock Split (even if the listed transaction occurred before the Effective Date of the Reverse Stock Split). The grant of restricted stock units was previously reported as covering 28,984,577 shares (prior to the Reverse Stock Split, which is equal to 1,449,228 shares post Reverse Stock Split). Following the reported transactions, 905,769 shares remained unvested (as adjusted for the Company's Reverse Stock Split).

5. 362,307 restricted stock units represents twenty-five percent of the restricted stock units granted to Mr. Paradise and the remainder will vest in substantially equal quarterly installments thereafter over the following twelve calendar quarters.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Nikul D. Patel, Attorney-in-Fact	09/10/2024
	** 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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