Check the appropriate box to
designate the rule pursuant to which this schedule is filed:
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
|
|
|
|
|
CUSIP No. 72941B106
|
|
SCHEDULE 13G
|
|
Page
2
of 15 Pages
|
|
|
|
|
|
|
|
1.
|
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
ICONIQ Strategic Partners,
L.P.
|
2.
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(a) ☐ (b) ☒
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
3,808,165 (1)
|
|
6.
|
|
SHARED VOTING POWER
-0-
|
|
7.
|
|
SOLE DISPOSITIVE POWER
3,808,165 (1)
|
|
8.
|
|
SHARED DISPOSITIVE POWER
-0-
|
|
|
|
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,808,165 (1)
|
10.
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11.
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
6.0% (2)
|
12.
|
|
TYPE OF REPORTING
PERSON
PN
|
(1)
|
The aggregate number and percentage of Class A Common Stock beneficially owned represents 53,292 shares of Class A Common Stock and 3,754,873 shares of Class B Common Stock. Each share of Class B Common Stock and its
corresponding limited liability company unit of Pluralsight Holdings LLC (each an
LLC Unit
) is exchangeable at the option of the holder into one share of Class A Common Stock (for which the Company may substitute cash at
its election).
|
(2)
|
The calculation of the foregoing percentage is based on 59,815,846 shares of Class A Common Stock outstanding as of May 16, 2018, based on the Prospectus filed with the Securities and Exchange Commission on May 17,
2018.
|
|
|
|
|
|
CUSIP No. 72941B106
|
|
SCHEDULE 13G
|
|
Page
3
of 15 Pages
|
|
|
|
|
|
|
|
1.
|
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
ICONIQ Strategic Partners-B,
L.P.
|
2.
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(a) ☐ (b) ☒
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
955,772
|
|
6.
|
|
SHARED VOTING POWER
-0-
|
|
7.
|
|
SOLE DISPOSITIVE POWER
955,772
|
|
8.
|
|
SHARED DISPOSITIVE POWER
-0-
|
|
|
|
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
955,772
|
10.
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11.
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
1.6% (1)
|
12.
|
|
TYPE OF REPORTING
PERSON*
PN
|
(1)
|
The calculation of the foregoing percentage is based on 59,815,846 shares of Class A Common Stock outstanding as of May 16, 2018, based on the Prospectus filed with the Securities and Exchange Commission on
May 17, 2018.
|
|
|
|
|
|
CUSIP No. 72941B106
|
|
SCHEDULE 13G
|
|
Page
4
of 15 Pages
|
|
|
|
|
|
|
|
1.
|
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
ICONIQ Strategic Partners Co-Invest,
L.P. (Series PS2)
|
2.
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(a) ☐ (b) ☒
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
933,333
|
|
6.
|
|
SHARED VOTING POWER
-0-
|
|
7.
|
|
SOLE DISPOSITIVE POWER
933,333
|
|
8.
|
|
SHARED DISPOSITIVE POWER
-0-
|
|
|
|
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
933,333
|
10.
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11.
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
1.6% (1)
|
12.
|
|
TYPE OF REPORTING
PERSON*
PN
|
(1)
|
The calculation of the foregoing percentage is based on 59,815,846 shares of Class A Common Stock outstanding as of May 16, 2018, based on the Prospectus filed with the Securities and Exchange Commission on
May 17, 2018.
|
|
|
|
|
|
CUSIP No. 72941B106
|
|
SCHEDULE 13G
|
|
Page
5
of 15 Pages
|
|
|
|
|
|
|
|
1.
|
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
ICONIQ Strategic Partners Co-Invest,
L.P., Series PS
|
2.
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(a) ☐ (b) ☒
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
3,180,662 (1)
|
|
6.
|
|
SHARED VOTING POWER
-0-
|
|
7.
|
|
SOLE DISPOSITIVE POWER
3,180,662 (1)
|
|
8.
|
|
SHARED DISPOSITIVE POWER
-0-
|
|
|
|
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,180,662 (1)
|
10.
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11.
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
5.0% (2)
|
12.
|
|
TYPE OF REPORTING
PERSON*
PN
|
(1)
|
The aggregate number and percentage of Class A Common Stock beneficially owned represents 3,180,662 shares of Class B Common Stock. Each share of Class B Common Stock and its corresponding LLC Unit is
exchangeable at the option of the holder into one share of Class A Common Stock (for which the Company may substitute cash at its election).
|
(2)
|
The calculation of the foregoing percentage is based on 59,815,846 shares of Class A Common Stock outstanding as of May 16, 2018, based on the Prospectus filed with the Securities and Exchange Commission on
May 17, 2018.
|
|
|
|
|
|
CUSIP No. 72941B106
|
|
SCHEDULE 13G
|
|
Page
6
of 15 Pages
|
|
|
|
|
|
|
|
1.
|
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
ICONIQ Strategic Partners GP,
L.P.
|
2.
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(a) ☐ (b) ☒
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
8,877,932 (1)
|
|
6.
|
|
SHARED VOTING POWER
-0-
|
|
7.
|
|
SOLE DISPOSITIVE POWER
8,877,932 (1)
|
|
8.
|
|
SHARED DISPOSITIVE POWER
-0-
|
|
|
|
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,877,932 (1)
|
10.
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11.
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
13.3% (2)
|
12.
|
|
TYPE OF REPORTING
PERSON*
PN
|
(1)
|
The aggregate number and percentage of Class A Common Stock beneficially owned represents 1,942,397 shares of Class A Common Stock and 6,935,535 shares of Class B Common Stock. Each share of Class B
Common Stock and its corresponding LLC Unit is exchangeable at the option of the holder into one share of Class A Common Stock (for which the Company may substitute cash at its election).
|
(2)
|
The calculation of the foregoing percentage is based on 59,815,846 shares of Class A Common Stock outstanding as of May 16, 2018, based on the Prospectus filed with the Securities and Exchange Commission on
May 17, 2018.
|
|
|
|
|
|
CUSIP No. 72941B106
|
|
SCHEDULE 13G
|
|
Page
7
of 15 Pages
|
|
|
|
|
|
|
|
1.
|
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
ICONIQ Strategic Partners TT GP,
Ltd.
|
2.
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(a) ☐ (b) ☒
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
8,877,932 (1)
|
|
6.
|
|
SHARED VOTING POWER
-0-
|
|
7.
|
|
SOLE DISPOSITIVE POWER
8,877,932 (1)
|
|
8.
|
|
SHARED DISPOSITIVE POWER
-0-
|
|
|
|
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,877,932 (1)
|
10.
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11.
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
13.3% (2)
|
12.
|
|
TYPE OF REPORTING
PERSON*
CO
|
(1)
|
The aggregate number and percentage of Class A Common Stock beneficially owned represents 1,942,397 shares of Class A Common Stock and 6,935,535 shares of Class B Common Stock. Each share of Class B
Common Stock and its corresponding LLC Unit is exchangeable at the option of the holder into one share of Class A Common Stock (for which the Company may substitute cash at its election).
|
(2)
|
The calculation of the foregoing percentage is based on 59,815,846 shares of Class A Common Stock outstanding as of May 16, 2018, based on the Prospectus filed with the Securities and Exchange Commission on
May 17, 2018.
|
|
|
|
|
|
CUSIP No. 72941B106
|
|
SCHEDULE 13G
|
|
Page
8
of 15 Pages
|
|
|
|
|
|
|
|
1.
|
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Divesh Makan
|
2.
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(a) ☐ (b) ☒
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of
America
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
8,877,932 (1)
|
|
6.
|
|
SHARED VOTING POWER
-0-
|
|
7.
|
|
SOLE DISPOSITIVE POWER
8,877,932 (1)
|
|
8.
|
|
SHARED DISPOSITIVE POWER
-0-
|
|
|
|
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,877,932 (1)
|
10.
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11.
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
13.3% (2)
|
12.
|
|
TYPE OF REPORTING
PERSON*
IN
|
(1)
|
The aggregate number and percentage of Class A Common Stock beneficially owned represents 1,942,397 shares of Class A Common Stock and 6,935,535 shares of Class B Common Stock. Each share of Class B
Common Stock and its corresponding LLC Unit is exchangeable at the option of the holder into one share of Class A Common Stock (for which the Company may substitute cash at its election).
|
(2)
|
The calculation of the foregoing percentage is based on 59,815,846 shares of Class A Common Stock outstanding as of May16, 2018, based on the Prospectus filed with the Securities and Exchange Commission on
May 17, 2018.
|
|
|
|
|
|
CUSIP No. 72941B106
|
|
SCHEDULE 13G
|
|
Page
9
of 15 Pages
|
|
|
|
|
|
|
|
1.
|
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
William J.G. Griffith
|
2.
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(a) ☐ (b) ☒
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of
America
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
8,877,932 (1)
|
|
6.
|
|
SHARED VOTING POWER
-0-
|
|
7.
|
|
SOLE DISPOSITIVE POWER
8,877,932 (1)
|
|
8.
|
|
SHARED DISPOSITIVE POWER
-0-
|
|
|
|
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,877,932 (1)
|
10.
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11.
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
13.3% (2)
|
12.
|
|
TYPE OF REPORTING
PERSON*
IN
|
(1)
|
The aggregate number and percentage of Class A Common Stock beneficially owned represents 1,942,397 shares of Class A Common Stock and 6,935,535 shares of Class B Common Stock. Each share of Class B
Common Stock and its corresponding LLC Unit is exchangeable at the option of the holder into one share of Class A Common Stock (for which the Company may substitute cash at its election).
|
(2)
|
The calculation of the foregoing percentage is based on 59,815,846 shares of Class A Common Stock outstanding as of May 16, 2018, based on the Prospectus filed with the Securities and Exchange Commission on
May 17, 2018.
|
|
|
|
|
|
CUSIP No. 72941B106
|
|
SCHEDULE 13G
|
|
Page
10
of 15 Pages
|
Item 1(a).
|
Name of Issuer
|
The name of the issuer to which this filing on Schedule 13G relates is
Pluralsight, Inc. (the
Company
).
Item 1(b).
|
Address of Issuers Principal Executive Offices
|
The principal executive offices of
the Company are located at 182 North Union Avenue, Farmington, Utah 84025.
Item 2(a).
|
Name of Person Filing
|
This Statement is being filed on behalf of by the following
persons: ICONIQ Strategic Partners, L.P. (
ISP
), ICONIQ Strategic
Partners-B,
L.P. (
ISP-B
), ICONIQ Strategic Partners
Co-Invest,
L.P. (Series PS2) (
ISP
Co-Invest
PS2
), ICONIQ Strategic Partners GP, L.P. (
ICONIQ GP
), ICONIQ Strategic Partners
TT GP, Ltd. (
ICONIQ Parent GP
), Divesh Makan (
Mr.
Makan
), William J.G. Griffith (
Mr.
Griffith
), and
ICONIQ Strategic Partners
Co-Invest
L.P., Series PS (
ISP
Co-Invest
PS
).
ICONIQ GP is the general partner of each of ISP,
ISP-B,
ISP
Co-Invest
PS2 and
ISP
Co-Invest
PS. ICONIQ Parent GP is the general partner of ICONIQ GP. Mr. Makan and Mr. Griffith are the sole equity holders and directors of ICONIQ Parent GP. ISP is the sole member of ISP Main
Fund PS LLC, a Delaware limited liability company, which directly holds 3,754,873 shares of Class B Common Stock and corresponding LLC Units.
ISP,
ISP-B,
ISP
Co-Invest
PS2, ISP
Co-Invest
PS, ICONIQ GP, ICONIQ Parent GP, Mr. Makan, and Mr. Griffith are sometimes
individually referred to herein as a Reporting Person and collectively as the Reporting Persons.
Item 2(b).
|
Address of Principal Business Office or, if none, Residence
|
The principal business
address of each Reporting Person is c/o ICONIQ Strategic Partners, 394 Pacific Avenue, 2nd Floor, San Francisco, CA 94111.
Each of ISP,
ISP-B
and ICONIQ GP is
a Cayman Island limited partnership. ICONIQ Parent GP is a Cayman Island company. Each of ISP
Co-Invest
PS2 and ISP
Co-Invest
PS is a Delaware limited partnership. Each
of Mr. Makan and Mr. Griffith is a citizen of the United States of America.
Item 2(d).
|
Title of Class of Securities
|
The class of equity securities of the Company to
which this filing on Schedule 13G relates is Class A Common Stock, par value $0.0001 (
Class
A Common Stock
).
The CUSIP number of the Companys Class A Common Stock is
72941B106.
Item 3.
|
If this statement is filed pursuant to §§
240.13d-1(b)
or
240.13d-2(b)
or (c), check whether the person filing is a: Not
applicable.
|
|
|
|
|
|
(a)
|
|
☐
|
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
|
|
(b)
|
|
☐
|
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).
|
|
|
|
(c)
|
|
☐
|
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
CUSIP No. 72941B106
|
|
SCHEDULE 13G
|
|
Page
11
of 15 Pages
|
|
|
|
|
|
(d)
|
|
☐
|
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
|
|
|
|
(e)
|
|
☐
|
|
An investment adviser in accordance with
§13d-1(b)(1)(ii)(E).
|
|
|
|
(f)
|
|
☐
|
|
An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F).
|
|
|
|
(g)
|
|
☐
|
|
A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G).
|
|
|
|
(h)
|
|
☐
|
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
|
|
(i)
|
|
☐
|
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3).
|
|
|
|
(j)
|
|
☐
|
|
A
non-U.S.
institution in accordance with
§240.13d-1(b)(1)(ii)(J).
|
|
|
|
(k)
|
|
☐
|
|
Group, in accordance with
§240.13d-1(b)(1)(ii)(K).
|
If filing as a
non-U.S.
institution in accordance with
§240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
Item 4(a).
|
Amount beneficially owned
|
As of the date hereof:
ISP may be deemed to beneficially own 3,808,165 shares of Class A Common Stock, which shares consist of (i) 53,292 shares of Class A
Common Stock and (ii) 3,754,873 Class B Common Stock and corresponding LLC Units, which are exchangeable for Class A Common Stock at the option of the holder (for which the Company may substitute cash at its election).
ISP-B
may be deemed to beneficially own 955,772 shares of Class A Common Stock.
ISP
Co-Invest
PS2 may be deemed to beneficially own 933,333 shares of Class A Common Stock.
ISP
Co-Invest
PS may be deemed to beneficially own 3,180,662 shares of Class A Common Stock,
which shares consist of 3,180,662 Class B Common Stock and corresponding LLC Units, which are exchangeable for Class A Common Stock at the option of the holder (for which the Company may substitute cash at its election).
ICONIQ GP may be deemed to beneficially own 8,877,932 shares of Class A Common Stock, which shares consist of (i) 1,942,397 shares of
Class A Common Stock and (ii) 6,935,535 Class B Common Stock and corresponding LLC Units, which are exchangeable for Class A Common Stock at the option of the holder (for which the Company may substitute cash at its election).
ICONIQ Parent GP may be deemed to beneficially own 8,877,932 shares of Class A Common Stock, which shares consist of (i) 1,942,397 shares
of Class A Common Stock and (ii) 6,935,535 Class B Common Stock and corresponding LLC Units, which are exchangeable for Class A Common Stock at the option of the holder (for which the Company may substitute cash at its election).
Mr. Makan is an equity holder and director of ICONIQ Parent GP and may be deemed to beneficially own 8,877,932 shares of Class A
Common Stock, which shares consist of (i) 1,942,397 shares of Class A Common Stock and (ii) 6,935,535 Class B Common Stock and corresponding LLC Units, which are exchangeable for Class A Common Stock at the option of the holder (for
which the Company may substitute cash at its election).
|
|
|
|
|
CUSIP No. 72941B106
|
|
SCHEDULE 13G
|
|
Page
12
of 15 Pages
|
Mr. Griffith is an equity holder and director of ICONIQ Parent GP and may be deemed to
beneficially own 8,877,932 shares of Class A Common Stock, which shares consist of (i) 1,942,397 shares of Class A Common Stock and (ii) 6,935,535 Class B Common Stock and corresponding LLC Units, which are exchangeable for
Class A Common Stock at the option of the holder (for which the Company may substitute cash at its election).
Item 4(b).
|
Percent of Class
|
As of the date hereof:
ISP may be deemed to be the beneficial owner of 6.0% of the Class A Common Stock.
ISP-B
may be deemed to be the beneficial owner of 1.6% of the Class A Common Stock.
ISP
Co-Invest
PS2 may be deemed to be the beneficial owner of 1.6% of the Class A Common Stock.
ISP
Co-Invest
PS may be deemed to be the beneficial owner of 5.0% of the Class A Common
Stock.
ICONIQ GP may be deemed to be the beneficial owner of 13.3% of the Class A Common Stock.
ICONIQ Parent GP may be deemed to be the beneficial owner of 13.3% of the Class A Common Stock.
Mr. Makan may be deemed to be the beneficial owner of 13.3% of the Class A Common Stock.
Mr. Griffith may be deemed to be the beneficial owner of 13.3% of the Class A Common Stock.
Item 4(c).
|
Number of shares as to which the person has:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares of Class A Common Stock
|
|
Reporting Person
|
|
(i)
|
|
|
(ii)
|
|
|
(iii)
|
|
|
(iv)
|
|
ISP
|
|
|
3,808,165
|
|
|
|
-0-
|
|
|
|
3,808,165
|
|
|
|
-0-
|
|
ISP-B
|
|
|
955,772
|
|
|
|
-0-
|
|
|
|
955,772
|
|
|
|
-0-
|
|
ISP
Co-Invest
PS2
|
|
|
933,333
|
|
|
|
-0-
|
|
|
|
933,333
|
|
|
|
-0-
|
|
ISP
Co-Invest
PS
|
|
|
3,180,662
|
|
|
|
-0-
|
|
|
|
3,180,662
|
|
|
|
-0-
|
|
ICONIQ GP
|
|
|
8,877,932
|
|
|
|
-0-
|
|
|
|
8,877,932
|
|
|
|
-0-
|
|
ICONIQ Parent GP
|
|
|
8,877,932
|
|
|
|
-0-
|
|
|
|
8,877,932
|
|
|
|
-0-
|
|
Mr. Makan
|
|
|
8,877,932
|
|
|
|
-0-
|
|
|
|
8,877,932
|
|
|
|
-0-
|
|
Mr. Griffith
|
|
|
8,877,932
|
|
|
|
-0-
|
|
|
|
8,877,932
|
|
|
|
-0-
|
|
|
(i)
|
Sole power to vote or direct the vote
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
Each of the Reporting Persons disclaims
Section 13(d) beneficial ownership over the shares of Class A Common Stock that may be obtained through the exchange of shares of Class B Common Stock and corresponding LLC Units, and nothing herein shall be deemed to be an admission
that such Reporting Person is or may be the Section 13(d) beneficial owner of such shares. Each share of Class B Common Stock and its corresponding LLC Unit is exchangeable at the option of the holder into one share of Class A Common
Stock (for which, subsequent to such holders exchange request, the Company may substitute cash at its election and in its sole discretion).
|
|
|
|
|
CUSIP No. 72941B106
|
|
SCHEDULE 13G
|
|
Page
13
of 15 Pages
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
Not Applicable.
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
|
Not Applicable.
Item 7.
|
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:
|
Not Applicable.
Item 8.
|
Identification and Classification of Members of the Group
|
The Reporting Persons
expressly disclaim membership in a group as used in Rule
13d-5(b)(1).
Item 9.
|
Notice of Dissolution of Group
|
Not Applicable.
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
|
|
|
|
CUSIP No. 72941B106
|
|
SCHEDULE 13G
|
|
Page
14
of 15 Pages
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: May 31, 2018
|
|
|
ICONIQ Strategic Partners, L.P.
|
By: ICONIQ Strategic Partners GP, L.P.,
its General Partner
|
By: ICONIQ Strategic Partners TT GP, Ltd.,
its General Partner
|
|
|
By:
|
|
/s/ Kevin Foster
|
|
|
Name: Kevin Foster
|
|
|
Title: Senior Vice President
|
|
ICONIQ Strategic
Partners-B,
L.P.
|
By: ICONIQ Strategic Partners GP, L.P.,
its General Partner
|
By: ICONIQ Strategic Partners TT GP, Ltd.,
its General Partner
|
|
|
By:
|
|
/s/ Kevin Foster
|
|
|
Name: Kevin Foster
|
|
|
Title: Senior Vice President
|
|
ICONIQ Strategic Partners
Co-Invest,
L.P. (Series PS2)
|
By: ICONIQ Strategic Partners GP, L.P.,
its General Partner
|
By: ICONIQ Strategic Partners TT GP, Ltd.,
its General Partner
|
|
|
By:
|
|
/s/ Kevin Foster
|
|
|
Name: Kevin Foster
|
|
|
Title: Senior Vice President
|
|
ICONIQ Strategic Partners
Co-Invest,
L.P., Series PS
|
By: ICONIQ Strategic Partners GP, L.P.,
its General Partner
|
By: ICONIQ Strategic Partners TT GP, Ltd.,
its General Partner
|
|
|
By:
|
|
/s/ Kevin Foster
|
|
|
Name: Kevin Foster
|
|
|
Title: Senior Vice President
|
|
|
|
|
|
CUSIP No. 72941B106
|
|
SCHEDULE 13G
|
|
Page
15
of 15 Pages
|
|
|
|
ICONIQ Strategic Partners, GP, L.P.
|
By: ICONIQ Strategic Partners TT GP, Ltd.,
its General Partner
|
|
|
By:
|
|
/s/ Kevin Foster
|
|
|
Name: Kevin Foster
|
|
|
Title: Senior Vice President
|
|
ICONIQ Strategic Partners TT GP, Ltd.
|
|
|
By:
|
|
/s/ Kevin Foster
|
|
|
Name: Kevin Foster
|
|
|
Title: Senior Vice President
|
|
Divesh Makan
|
|
/s/ Divesh Makan
|
|
William J.G. Griffith
|
|
/s/ William J.G. Griffith
|