Sec Form 4 Filing - ICONIQ Strategic Partners GP, L.P. @ Pluralsight, Inc. - 2019-02-08

FORM 4 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 GP, L.P. 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) 02/08/2019 (Street) SAN FRANCISCO, CA94111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 02/08/2019 C 2,503,249 A $ 0 ( 3 ) 2,503,249 D ( 1 ) Class A Common Stock 02/08/2019 C 2,120,441 A $ 0 ( 3 ) 2,120,441 D ( 2 ) Class A Common Stock 6,566,087 I See Footnote ( 4 )

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 Class B Common Stock ( 3 ) 02/08/2019 C 2,503,249 ( 3 ) ( 3 ) Class A Common Stock 2,503,249 ( 3 ) 1,251,624 D ( 1 ) Class B Common Stock ( 3 ) 02/08/2019 C 2,120,441 ( 3 ) ( 3 ) Class A Common Stock 2,120,441 ( 3 ) 1,060,221 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ICONIQ Strategic Partners GP, L.P. C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X ICONIQ Strategic Partners Co-Invest, L.P., Series PS C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X ICONIQ Strategic Partners, L.P. C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X ICONIQ Strategic Partners TT GP, Ltd. C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X Makan Divesh C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X Griffith William J.G. C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X Signatures 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 02/12/2019 Signature of Reporting Person Date 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 02/12/2019 Signature of Reporting Person Date ICONIQ Strategic Partners GP, L.P., by ICONIQ Strategic Partners TT GP, Ltd., its general partner, /s/ Kevin Foster 02/12/2019 Signature of Reporting Person Date ICONIQ Strategic Partners TT GP, Ltd., by Kevin Foster, its Senior Vice President, /s/ Kevin Foster 02/12/2019 Signature of Reporting Person Date /s/ Divesh Makan 02/12/2019 Signature of Reporting Person Date /s/ William Griffith 02/12/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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.

Remarks: Exhibit 99.1 - Joint Filers' Names and Addresses

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