Sec Form 4 Filing - ICONIQ Strategic Partners GP, L.P. @ Pluralsight, Inc. - 2019-02-11

Insider filing report for Changes in Beneficial Ownership
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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)
02/11/2019
(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 02/11/2019 J( 1 )( 2 ) 2,503,249 D $ 0 ( 1 ) ( 2 ) 0 D ( 1 ) ( 2 )
Class A Common Stock 02/11/2019 J( 3 ) 1,668,832 D $ 0 ( 3 ) 887,709 D ( 4 )
Class A Common Stock 02/11/2019 J( 5 ) 1,413,628 D $ 0 ( 5 ) 706,813 D ( 6 )
Class A Common Stock 02/11/2019 J( 7 ) 418,843 D $ 0 ( 7 ) 536,929 D ( 8 )
Class A Common Stock 933,333 D ( 9 )
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
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 02/11/2019
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 02/11/2019
Signature of Reporting Person Date
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, /s/ Kevin Foster 02/11/2019
Signature of Reporting Person Date
ICONIQ Strategic Partners GP, L.P., by ICONIQ Strategic Partners TT GP, Ltd., its general partner, /s/ Kevin Foster 02/11/2019
Signature of Reporting Person Date
ICONIQ Strategic Partners TT GP, Ltd., by Kevin Foster, its Senior Vice President, /s/ Kevin Foster 02/11/2019
Signature of Reporting Person Date
/s/ Divesh Makan 02/11/2019
Signature of Reporting Person Date
/s/ William Griffith 02/11/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 11, 2019, ISP Main Fund PS LLC ("ISP") ISP distributed, for no consideration, 2,503,249 shares of Class A Common Stock of the issuer to ICONIQ Strategic Partners, L.P. ("ICONIQ") and Divesh Makan ("Makan"), 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.
( 2 )(Continued from Footnote 1) 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 )On February 11, 2019, ICONIQ distributed, for no consideration, 1,668,832 shares of Class A Common Stock of the issuer to its limited partners and to ICONIQ GP, representing each such partner's pro rata interest in the shares held by ICONIQ. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
( 4 )ICONIQ is the direct owner of these securities. 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.
( 5 )On February 11, 2019, ICONIQ Strategic Partners Co-Invest, L.P. (Series PS) ("ICONIQ CO PS") distributed, for no consideration, 1,413,628 shares of Class A Common Stock of the issuer to its limited partners and to ICONIQ GP, the general partner of ICONIQ CO PS, representing each such partner's pro rata interest in the shares held by ICONIQ CO PS. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
( 6 )ICONIQ CO PS is the direct owner of these securities. 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.
( 7 )On February 11, 2019, ICONIQ Strategic Partners-B, L.P. ("ICONIQ B") distributed, for no consideration, 418,843 shares of Class A Common Stock of the issuer to its limited partners and to ICONIQ GP, the general partner of ICONIQ B, representing each such partner's pro rata interest in the shares held by ICONIQ B. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
( 8 )ICONIQ B is the direct owner of these securities. 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.
( 9 )ICONIQ Strategic Partners Co-Invest, L.P. (Series PS2) ("ICONIQ CO PS2") is the direct owner of these securities. ICONIQ GP is the general partner of ICONIQ CO PS2. 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.

Remarks:
Exhibit 99.1 - Joint Filers' Names and Addresses

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