Sec Form 4 Filing - Budge James @ Pluralsight, Inc. - 2020-06-09

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
Budge James
2. Issuer Name and Ticker or Trading Symbol
Pluralsight, Inc. [ PS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O PLURALSIGHT, INC., 182 NORTH UNION AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
06/09/2020
(Street)
FARMINGTON, UT84025
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 06/09/2020 M( 1 ) 36,423 A $ 0 242,759 D
Class A Common Stock 06/09/2020 M( 1 ) 265,692 A $ 0 265,692 I See footnote ( 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
Class B Common Stock ( 3 ) 03/13/2020 G V 132,846 ( 3 ) ( 3 ) Class A Common Stock 132,846 $ 0 332,115 D
Class B Common Stock ( 3 ) 03/13/2020 G V 132,846 ( 3 ) ( 3 ) Class A Common Stock 132,846 $ 0 265,692 I See footnote ( 2 )
Class B Common Stock ( 3 ) 06/09/2020 M( 1 ) 36,423 ( 3 ) ( 3 ) Class A Common Stock 36,423 $ 0 295,692 D
Class B Common Stock ( 3 ) 06/09/2020 M( 1 ) 265,692 ( 3 ) ( 3 ) Class A Common Stock 265,692 $ 0 0 I See footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Budge James
C/O PLURALSIGHT, INC.
182 NORTH UNION AVENUE
FARMINGTON, UT84025
Chief Financial Officer
Signatures
/s/ Matthew Forkner, by power of attorney 06/11/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents an exchange of Class B Common Stock on a one-for-one basis into shares of Class A Common Stock (the "Exchange"). The Exchange was permissible pursuant to the terms of the lock-up agreement as further described in the Issuer's prospectus dated June 9, 2020.
( 2 )The shares are held of record by The James W. Budge Irrevocable Legacy Trust, of which a member of the Reporting Person's immediate family is trustee.
( 3 )One share of the Issuer's Class B common stock (the "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. 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.

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).
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