Sec Form 4 Filing - Skonnard Aaron @ Pluralsight, Inc. - 2021-04-06

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., 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) _____ 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 02/12/2021 M V 46,189 A $ 0 46,189 I See footnote ( 1 ) Class A Common Stock 02/12/2021 G V 46,189 D $ 0 0 I See footnote ( 1 ) Class A Common Stock 04/06/2021 U( 2 ) 31,899 D $ 22.5 267,425 D Class A Common Stock 04/06/2021 U( 2 ) 267,425 ( 3 ) D $ 0 0 D Class A Common Stock 04/06/2021 M( 2 ) 1,981,561 A $ 0 1,981,561 D Class A Common Stock 04/06/2021 U( 2 ) 1,981,561 D $ 22.5 0 D Class A Common Stock 04/06/2021 M( 2 ) 1,566,166 A $ 15 1,566,166 D Class A Common Stock 04/06/2021 F( 2 ) 1,044,111 ( 4 ) D $ 0 522,055 D Class A Common Stock 04/06/2021 F( 2 ) 231,271 ( 5 ) D $ 0 290,784 D Class A Common Stock 04/06/2021 U( 2 ) 290,784 D $ 22.5 0 D Class A Common Stock 04/06/2021 U( 2 ) 329,827 D $ 22.5 0 I See footnote. ( 6 ) Class A Common Stock 04/06/2021 M( 2 ) 9,732,644 A $ 0 9,732,644 I See footnote. ( 6 ) Class A Common Stock 04/06/2021 U( 2 ) 9,732,644 D $ 22.5 0 I See footnote. ( 6 ) Class A Common Stock 04/06/2021 M( 2 ) 319,128 A $ 0 319,128 I See footnote ( 1 ) Class A Common Stock 04/06/2021 U( 2 ) 319,128 D $ 22.5 0 I See footnote ( 1 ) Class A Common Stock 04/06/2021 M( 2 ) 440,477 A $ 0 440,477 I See footnote ( 7 ) Class A Common Stock 04/06/2021 U( 2 ) 440,477 D $ 22.5 0 I See footnote ( 7 ) Class A Common Stock 04/06/2021 M( 2 ) 988,408 A $ 0 988,408 I See footnote ( 8 ) Class A Common Stock 04/06/2021 U( 2 ) 988,408 D $ 22.5 0 I See footnote ( 8 )

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 C Common Stock ( 9 ) 02/12/2021 M V 46,189 ( 9 ) ( 9 ) Class A Common Stock 46,189 $ 0 319,128 I See footnote. ( 1 ) Class C Common Stock ( 9 ) 04/06/2021 M 1,981,561 ( 9 ) ( 9 ) Class A Common Stock 1,981,561 ( 10 ) $ 0 0 D Restricted Share Units ( 11 ) 04/06/2021 U 375,000 ( 11 ) ( 11 ) Class C Common Stock 375,000 $ 0 0 D Employee Stock Option (right to buy) $ 15 04/06/2021 M 1,566,166 ( 12 ) 05/17/2028 Class A Common Stock 1,566,166 $ 0 0 D Class C Common Stock ( 9 ) 04/06/2021 M 9,732,644 ( 9 ) ( 9 ) Class A Common Stock 9,732,644 $ 0 0 I See footnote. ( 6 ) Class C Common Stock ( 9 ) 04/06/2021 M 319,128 ( 9 ) ( 9 ) Class A Common Stock 319,128 $ 0 0 I See footnote. ( 1 ) Class C Common Stock ( 9 ) 04/06/2021 M 440,477 ( 9 ) ( 9 ) Class A Common Stock 440,477 $ 0 0 I See footnote. ( 7 ) Class C Common Stock ( 9 ) 04/06/2021 M 988,408 ( 9 ) ( 9 ) Class A Common Stock 988,408 $ 0 0 I See footnote. ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Skonnard Aaron C/O PLURALSIGHT, INC. 42 FUTURE WAY DRAPER, UT84020 X X Co-Founder, CEO, & Chairman Skonnard Consulting, Inc. C/O PLURALSIGHT, INC. 42 FUTURE WAY DRAPER, UT84020 Relation to Reporting Person Signatures /s/ Matthew Forkner, by power of attorney for Aaron Skonnard 04/08/2021 Signature of Reporting Person Date /s/ Matthew Forkner, by power of attorney for Skonnard Consulting, Inc. 04/08/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares are held of record by the Aaron and Monica Skonnard Revocable Trust, of which the Reporting Person is a co-trustee, and for which the Reporting Person has sole voting and dispositive power. ( 2 )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 C 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). ( 3 )Includes 153,664 unvested restricted share units ("RSUs") acquired by the Reporting Person under the February 9, 2021 annual executive equity award, pursuant to which two-thirds vest after one year, and the remaining shares vest in two equal quarterly installments thereafter, and the balance of 113,761 unvested RSUs vesting quarterly through January 1, 2024. All unvested RSUs are subject to the Reporting Person's continued service t hrough 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 $6,017,063, 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 )The shares listed as disposed of were withheld by the Issuer to cover the Reporting Person's exercise price in connection with the vesting of options previously granted to the Reporting Person. Such withholding is exempt from Section 16(b) pursuant to Rule 16b-3(e) and these shares were not issued to or sold by the Reporting Person. ( 5 )The shares listed as disposed of were withheld by the Issuer to satisfy the Reporting Person's tax liability in connection with the vesting of option units previously granted to the Reporting Person. Such withholding is exempt from Section 16(b) pursuant to Rule 16b-3(e) and these shares were not issued to or sold by the Reporting Person. ( 6 )The shares are held of record by Skonnard Consulting, Inc. of which the Reporting Person is an owner. ( 7 )The shares are held of record by the Skonnard Family GRAT 2021, of which the Reporting Person is trustee. ( 8 )The shares are held of record by the True Nord Trust, of which members of the Reporting Person's immediate family are beneficiaries. ( 9 )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 Reporting Person, and (iii) may only be issued, on a one-for-one basis, to the Reporting Person and his associated entities who held limited liability company units of Pluralsight Holdings, LLC (each, an "LLC Unit"). Each share of Class C 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. 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. ( 10 )Includes 218,384 of LLC Holding Units that represent single-trigger acceleration upon the consummation of the merger. ( 11 )Each RSU represents a contingent right to receive one share of Class C Common Stock and one LLC Unit. 25% of the RSUs vested on July 25, 2018 and an additional 6.25% vest each three months thereafter. In connection with the Offer, the unvested RSUs were cancelled and converted into the contingent right to receive a cash payment of $8,437,500, 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. ( 12 )Shares subject to the option vest in four equal semiannual installments beginning on November 17, 2018.

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