UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
(Amendment
No. 2)
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Name
of Issuer)
Class
A Common Stock, par value $0.0001 per share
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(Title
of Class of Securities)
(CUSIP
Number)
Wildcat
Capital Management, LLC
Attention:
Brian Rosenblatt
General
Counsel, Chief Operating Officer and
Chief
Compliance Officer
888
Seventh Avenue
New
York, NY 10106
(212)
468-5100
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March
5, 2021
(Date
of Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:
☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*
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The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
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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).
(1)
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NAME OF REPORTING PERSONS
Wildcat Capital Management, LLC
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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(3)
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SEC USE ONLY
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(4)
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SOURCE OF FUNDS
OO
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(5)
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) ☐
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(6)
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
(7)
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SOLE VOTING POWER
0
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|
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(8)
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SHARED VOTING POWER
21,832,022
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(9)
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SOLE DISPOSITIVE POWER
0
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(10)
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SHARED DISPOSITIVE POWER
21,832,022
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(11)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,832,022
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(12)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
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(13)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%*
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(14)
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TYPE OF REPORTING PERSON
IA
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|
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* The
calculation is based on 291,706,860 shares of Class A Common Stock (as defined herein) issued and outstanding as of December 16,
2020 as reported in the Issuer’s Form 8-K filed with the U.S. Securities and Exchange Commission on December 21, 2020 (the
“Closing 8-K”).
(1)
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NAME OF REPORTING PERSONS
Bonderman Family Limited Partnership
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐; (b) ☐;
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(3)
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SEC USE ONLY
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(4)
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SOURCE OF FUNDS
OO
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(5)
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) ☐;
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(6)
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
(7)
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|
SOLE VOTING POWER
0
|
|
|
(8)
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SHARED VOTING POWER
21,832,022
|
|
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(9)
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SOLE DISPOSITIVE POWER
0
|
|
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(10)
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SHARED DISPOSITIVE POWER
21,832,022
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(11)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,832,022
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(12)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐;
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(13)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%*
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(14)
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TYPE OF REPORTING PERSON
PN
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* The
calculation is based on 291,706,860 shares of Class A Common Stock (as defined herein) issued and outstanding as of December 16,
2020 as reported in the Closing 8-K.
(1)
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NAME OF REPORTING PERSONS
Leonard A. Potter
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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(3)
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SEC USE ONLY
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(4)
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SOURCE OF FUNDS
OO
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(5)
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) ☐
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(6)
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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(7)
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SOLE VOTING POWER
0
|
|
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(8)
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SHARED VOTING POWER
21,832,022
|
|
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(9)
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SOLE DISPOSITIVE POWER
0
|
|
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(10)
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SHARED DISPOSITIVE POWER
21,832,022
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(11)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,832,022
|
(12)
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
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(13)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%*
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(14)
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TYPE OF REPORTING PERSON
IN
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* The
calculation is based on 291,706,860 shares of Class A Common Stock (as defined herein) issued and outstanding as of December 16,
2020 as reported in the Closing 8-K.
This
Amendment No. 2 (this “Amendment”) amends the Statement on Schedule 13D first filed with the Securities and Exchange
Commission on December 28, 2020, as amended and supplemented by Amendment No. 1 filed on December 31, 2020 (as so amended,
the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”),
and is filed by the Reporting Persons with respect to the Class A Common Stock of the Issuer. Capitalized terms used herein but
not otherwise defined herein shall have the meanings ascribed to such terms in the Original Schedule 13D.
Item
4. Purpose of Transaction.
Item
4 is amended and supplemented by adding the following immediately following the third paragraph of Item 4 of the Original Schedule
13D:
As
previously disclosed, in connection with the Merger Agreement the Earnout Escrow Agreement was entered into by and among the Issuer,
Eagle Equity Partners II LLC, Andrew Paradise in his capacity as the representative of the stockholders of Old Skillz, and Continental
Stock Transfer & Trust Company, as escrow agent, under which 398,982 Earnout Shares would be released to the Reporting Persons
if certain earnout conditions described in the Merger Agreement were satisfied. Those conditions have been satisfied and the Earnout
Shares were released to the Reporting Persons on March 5, 2021.
Item
5. Interest in Securities of the Issuer.
The
information set forth in Items 2, 3 and 4 is hereby incorporated by reference into this Item 5. The responses set forth on rows
7 through 13 of the cover pages of this Statement are incorporated by reference in this Item 5. The beneficial ownership
information that follows is as of March 5, 2021.
(a)
Each of the Reporting Persons may be deemed to beneficially own an aggregate of 21,832,022 shares of Class A Common Stock,
which constitutes approximately 7.5% of the outstanding shares of Class A Common Stock, calculated in accordance with Rule 13d-3
under the Act (based on 291,706,860 shares of Class A Common Stock outstanding as of December 16, 2020, as set forth in the Closing
8-K). The filing of this Statement shall not be construed as an admission that a Reporting Person beneficially owns those shares
held by any other Reporting Person.
By
virtue of the relationship described herein, the Reporting Persons may be deemed to constitute a “group” within
the meaning of Rule 13d-5 under the Act. As a member of a group, each Reporting Person may be deemed to share voting and
dispositive power with respect to, and therefore beneficially own, the securities of the Issuer beneficially owned by members
of the group as a whole. The filing of this Statement shall not be construed as an admission that the Reporting Persons
beneficially own those securities held by another member of such group. In addition, each Reporting Person expressly
disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually
exercises voting or dispositive power with respect to such securities and except to the extent of such Reporting
Person’s pecuniary interest therein.
(b)
The number of shares of Class A Common Stock as to which each of the Reporting Persons has sole or shared power to vote, direct
the vote, dispose or direct the disposition are as set forth in rows seven through ten of the cover pages hereof.
(c)
Except as set forth herein, the Reporting Persons have not, and to the knowledge of the Reporting Persons, without independent
verification, no person named in Item 2 hereof has, effected any transactions in securities of the Issuer during the past 60 days.
(d)
No person other than the Reporting Persons is known to the Reporting Persons to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of any securities covered by this Statement.
(e)
Not applicable.
Item
7. Material to Be Filed as Exhibits.
Exhibit
No.
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Description
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1.
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Merger
Agreement, dated as of September 1, 2020, by and among Flying Eagle Acquisition Corp., FEAC Merger Sub Inc., Skillz Inc. and
Andrew Paradise, solely in his capacity as representative of the stockholders of Skillz Inc. (attached to the proxy statement/prospectus
which forms a part of this registration statement as Annex A) (incorporated by reference to Exhibit 2.1 to the Current Report
on Form 8-K filed by Skillz Inc. with the Securities and Exchange Commission on December 21, 2020).
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2.
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Eighth
Amended and Restated Investors’ Rights Agreement, dated as of September 1, 2020, by and among Flying Eagle Acquisition
Corp., Skillz Inc. and certain of its stockholders (incorporated by reference to Exhibit 10.5 to the Current Report on Form
8-K filed by Skillz Inc. with the Securities and Exchange Commission on December 21, 2020).
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3.
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Joint
Filing Agreement, by and among Leonard A. Potter, Wildcat Capital Management, LLC and Bonderman Family Limited Partnership,
dated as of December 28, 2020 (incorporated by reference to Exhibit 99.3 to the Schedule 13D filed by the Reporting Persons
on December 28, 2020).
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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:
March 8, 2021
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LEONARD
A. POTTER
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By:
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/s/
Leonard A. Potter
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Name: Leonard
A. Potter
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WILDCAT
CAPITAL MANAGEMENT, LLC
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By:
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/s/
Leonard A. Potter
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Name: Leonard
A. Potter
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Title:
President
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BONDERMAN
FAMILY LIMITED PARTNERSHIP
By:
Bond Management GP, LLC, its general partner
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By:
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/s/
Sherri Conn
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Name: Sherri
Conn
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Title:
Vice President
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