Statement of Changes in Beneficial Ownership (4)
February 12 2019 - 4:43PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
ICONIQ Strategic Partners GP, L.P.
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2. Issuer Name
and
Ticker or Trading Symbol
Pluralsight, Inc.
[
PS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ICONIQ STRATEGIC PARTNERS, 394 PACIFIC AVENUE, 2ND FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/8/2019
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(Street)
SAN FRANCISCO, CA 94111
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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2/8/2019
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C
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2503249
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A
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$0.00
(3)
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2503249
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D
(1)
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Class A Common Stock
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2/8/2019
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C
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2120441
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A
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$0.00
(3)
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2120441
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D
(2)
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Class A Common Stock
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6566087
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I
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See Footnote
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class B Common Stock
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(3)
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2/8/2019
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C
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2503249
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(3)
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(3)
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Class A Common Stock
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2503249
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(3)
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1251624
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D
(1)
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Class B Common Stock
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(3)
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2/8/2019
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C
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2120441
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(3)
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(3)
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Class A Common Stock
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2120441
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(3)
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1060221
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D
(2)
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Explanation of Responses:
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(1)
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ISP Main Fund PS LLC ("ISP") is the direct owner of these securities. ICONIQ Strategic Partners, L.P. ("ICONIQ") and Divesh Makan ("Makan") are the sole equity holders of ISP. ICONIQ Strategic Partners GP, L.P. ("ICONIQ GP"), is the general partner of ICONIQ. ICONIQ Strategic Partners TT GP, Ltd. ("ICONIQ Parent GP") is the general partner of ICONIQ GP. Makan and William Griffith ("Griffith") are the sole equity holders and directors of ICONIQ Parent GP. Each of ICONIQ, ICONIQ GP, ICONIQ Parent GP, Makan and Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
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(2)
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ICONIQ Strategic Partners Co-Invest, L.P. (Series PS) ("ICONIQ CO PS") is the direct owner of these securities. ICONIQ GP is the general partner of ICONIQ CO PS. Each of ICONIQ GP, ICONIQ Parent GP, Makan and Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
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(3)
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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 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.
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(4)
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Represents 2,503,249 shares held directly by ISP, 2,120,441 shares held directly by ICONIQ CO PS, 53,292 shares held directly by ICONIQ, 933,333 shares held by ICONIQ Strategic Partners Co-Invest, L.P. (Series PS2) ("ICONIQ CO PS2") and 955,772 shares held directly by ICONIQ Strategic Partners-B, L.P. ("ICONIQ B"). ICONIQ GP is also the general partner of each of ICONIQ CO PS2 and ICONIQ B. Each of ICONIQ, ICONIQ GP, ICONIQ Parent GP, Makan and Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
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Remarks:
Exhibit 99.1 - Joint Filers' Names and Addresses
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ICONIQ Strategic Partners GP, L.P.
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA 94111
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X
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ICONIQ Strategic Partners Co-Invest, L.P., Series PS
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA 94111
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X
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ICONIQ Strategic Partners, L.P.
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA 94111
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X
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ICONIQ Strategic Partners TT GP, Ltd.
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA 94111
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X
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Makan Divesh
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA 94111
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X
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Griffith William J.G.
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA 94111
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X
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Signatures
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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, /s/ Kevin Foster
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2/12/2019
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**
Signature of Reporting Person
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Date
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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, /s/ Kevin Foster
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2/12/2019
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**
Signature of Reporting Person
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Date
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ICONIQ Strategic Partners GP, L.P., by ICONIQ Strategic Partners TT GP, Ltd., its general partner, /s/ Kevin Foster
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2/12/2019
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**
Signature of Reporting Person
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Date
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ICONIQ Strategic Partners TT GP, Ltd., by Kevin Foster, its Senior Vice President, /s/ Kevin Foster
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2/12/2019
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**
Signature of Reporting Person
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Date
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/s/ Divesh Makan
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2/12/2019
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**
Signature of Reporting Person
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Date
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/s/ William Griffith
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2/12/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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