Sec Form 3 Filing - ICONIQ Strategic Partners Co-Invest, L.P. (Series PS2) @ Pluralsight, Inc. - 2018-05-23

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 Co-Invest, L.P. (Series PS2)
2. Issuer Name and Ticker or Trading Symbol
Pluralsight, Inc. [ PS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ICONIQ STRATEGIC PARTNERS, 394 PACIFIC AVENUE, 2ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/23/2018
(Street)
SAN FRANCISCO, CA94111
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 933,333 ( 1 ) D ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ICONI Q Strategic Partners Co-Invest, L.P. (Series PS2)
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA94111
X
Signatures
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, /s/ Kevin Foster 05/23/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )ICONIQ Strategic Partners Co-Invest, L.P. (Series PS2) ("ICONIQ CO PS2") is the direct owner of these securities.
( 2 )ICONIQ Strategic Partners GP, L.P. ("ICONIQ GP") is the general partner of ICONIQ CO PS2. ICONIQ Strategic Partners TT GP, Ltd. ("ICONIQ Parent GP") is the general partner of ICONIQ GP. Divesh Makan ("Makan") and William Griffith ("Griffith") are the equity holders and directors of ICONIQ Parent GP. Funds affiliated with ICONIQ GP, inclusive of the shares reported on this Form 3, own collectively 1,942,397 shares of Class A Common Stock, 6,935,535 shares of Class B Common Stock and 6,935,535 limited liability company units of Pluralsight Holdings, LLC.

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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