Sec Form 4 Filing - Skonnard Aaron @ Pluralsight, Inc. - 2019-01-28

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
Skonnard Aaron
2. Issuer Name and Ticker or Trading Symbol
Pluralsight, Inc. [ PS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Co-Founder, CEO, & Chairman
(Last) (First) (Middle)
C/O PLURALSIGHT, INC., 182 NORTH UNION AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
01/28/2019
(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 01/28/2019 M 50,000 ( 1 ) A $ 0 50,514 D
Class A Common Stock 01/28/2019 S( 2 ) 49,900 D $ 29.3592 ( 3 ) 614 D
Class A Common Stock 01/28/2019 S( 2 ) 100 D $ 29.76 514 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
Restricted Share Units ( 4 ) 01/28/2019 M 187,500 ( 4 ) ( 4 ) Class C Common Stock 187,500 $ 0 1,875,000 D
Class C Common Stock ( 5 ) 01/28/2019 M 187,500 ( 5 ) ( 5 ) Class A Common Stock 187,500 $ 0 2,308,429 D
Class C Common Stock ( 5 ) 01/28/2019 F( 6 ) 80,744 ( 5 ) ( 5 ) Class A Common Stock 80,744 $ 0 2,227,685 D
Class C Common Stock ( 5 ) 01/28/2019 M( 7 ) 50,000 ( 5 ) ( 5 ) Class A Common Stock 50,000 $ 0 2,177,685 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Skonnard Aaron
C/O PLURALSIGHT, INC.
182 NORTH UNION AVENUE
FARMINGTON, UT84025
X X Co-Founder, CEO, & Chairman
Signatures
/s/ Matthew Forkner, by power of attorney for Aaron Skonnard 01/30/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported shares represent a one-for-one exchange of the Issuer's Class C Common Stock to Class A Common Stock following the January 28, 2019 settlement date.
( 2 )The sale transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 14, 2018.
( 3 )The sale price represents the weighted average price of the shares sold ranging from $28.72 to $29.70 per share. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
( 4 )Each restricted share unit ("RSU") represents a contingent right to receive one share of Class C Common Stock and one LLC Unit. 25% of the RSUs vest on July 25, 2018 and an additional 6.25% vest each three months thereafter.
( 5 )The shares of Class C Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer ten-to-one voting rights on the holders thereof, and (iii) may only be issued, on a one-for-one basis, to the Reporting Person and his associated entities who held LLC Units. Each share of Class C 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. The Class C Common Stock is also convertible into Class B Common Stock on a one-for-one basis at the Reporting Person's election.
( 6 )The reported shares were withheld to satisfy the Reporting Person's tax liability in connection with the vesting of RSUs.
( 7 )Represent shares of Class C Common Stock exchanged on a one-for-one basis into shares of Class A Common Stock.

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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