Sec Form 4 Filing - Budge James @ Pluralsight, Inc. - 2021-04-06

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., 42 FUTURE WAY
3. Date of Earliest Transaction (MM/DD/YY)
04/06/2021
(Street)
DRAPER, UT84020
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 04/06/2021 U( 1 ) 51,220 D $ 22.5 127,651 D
Class A Common Stock 04/06/2021 U( 1 ) 74,545 ( 2 ) D $ 0 53,106 D
Class A Common Stock 04/06/2021 U( 1 ) 53,106 ( 3 ) D $ 0 0 D
Class A Common Stock 04/06/2021 M( 1 ) 150,080 A $ 0 150,080 D
Class A Common Stock 04/06/2021 U( 1 ) 150,080 D $ 22.5 0 D
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 ( 4 ) 04/06/2021 M 150,080 ( 4 ) ( 4 ) Class A Common Stock 150,080 $ 0 66,423 D
Class B Common Stock ( 5 ) 04/06/2021 U 66,423 ( 5 ) ( 5 ) Class A Common Stock 66,423 $ 0 0 D
Employee Stock Option (right to buy) $ 15 ( 6 ) 04/06/2021 U 537,503 ( 6 ) 05/17/2028 Class A Common Stock 537,503 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Budge James
C/O PLURALSIGHT, INC.
42 FUTURE WAY
DRAPER, UT84020
Chief Financial Officer
Signatures
/s/ Matthew Forkner, by power of attorney 04/08/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of pursuant to the cash tender offer (the "Offer") made pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated March 7, 2021, by and among Lake Holdings, LP, Lake Guarantor, LLC, Lake Merger Sub I, Inc., Lake Merger Sub II, LLC, Pluralsight, Inc., and Pluralsight Holdings, LLC ("Holdings"), a copy of which is filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on March 8, 2021. In connection with the Offer, the Reporting Person redeemed LLC Units and corresponding Class B Common Stock for Class A Common Stock in accordance with the Fourth Amended and Restated Limited Liability Company Agreement of Holdings, and exercised vested options, and tendered in the Offer all of such Reporting Person's Class A Common Stock (including shares issuable with respect to the redemption of LLC Units and the exercise of vested options).
( 2 )Includes balance of 74,545 unvested restricted share units ("RSUs") which vest quarterly through January 1, 2024 and subject to the Reporting Person's continued service through each vesting date. In connection with the Offer, the unvested RSUs were cancelled and converted into the contingent right to receive a cash payment of $1,677,263, which represents $22.50 for each outstanding unvested unit, which will vest and be payable at the same time as the unvested RSUs for which such cash amount was exchanged would have vested pursuant to its terms.
( 3 )Includes 53,106 shares of unvested RSUs awarded upon the achievement of certain performance metrics that will vest annually, in two equal installments, through January 1, 2023. In connection with the Offer, the unvested RSUs were cancelled and converted into the contingent right to receive a cash payment of $1,194,885, which represents $22.50 for each outstanding unvested unit, which will vest and be payable at the same time as the unvested RSUs for which such cash amount was exchanged would have vested pursuant to its terms.
( 4 )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 redeemable or 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.
( 5 )Includes 66,423 shares of Class B Common Stock issued for each unvested incentive LLC Unit and subject to a right of repurchase in favor of Pluralsight, which will vest on April 17, 2021. In connection with the Offer, the shares of Class B Common Stock and corresponding incentive LLC Units were cancelled and converted into the contingent right to receive a cash payment of $1,494,518, which represents $22.50 for each outstanding unvested unit, which will vest and be payable at the same time as the unvested incentive LLC Units for which such cash amount was exchanged would have vested pursuant to their terms.
( 6 )Includes 537,503 shares subject to the option vest in four equal semiannual installments beginning on November 17, 2018. In connection with the Offer, the options were cancelled and converted into a cash payment of $4,031,273, which represents $22.50 for each share of Class A Common Stock subject the options minus the exercise price per share of $15.00, payable in connection with the consummation of the Offer.

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