Sec Form 4 Filing - Onion Frederick @ 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
Onion Frederick
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
_____ Officer (give title below) X __ Other (specify below)
Co-Founder
(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 04/06/2021 M( 1 ) 9,919,847 A $ 0 10,202,247 I See footnote. ( 2 )
Class A Common Stock 04/06/2021 U( 1 ) 10,202,247 D $ 22.5 0 I See footnote. ( 2 )
Class A Common Stock 04/06/2021 M( 1 ) 41,224 A $ 0 71,224 I See footnote ( 3 )
Class A Common Stock 04/06/2021 U( 1 ) 71,224 D $ 22.5 0 I See footnote ( 3 )
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 9,919,847 ( 4 ) ( 4 ) Class A Common Stock 9,919,847 $ 0 0 I See footnote. ( 2 )
Class B Common Stock ( 4 ) 04/06/2021 M 41,224 ( 4 ) ( 4 ) Class A Common Stock 41,224 $ 0 0 I See footnote. ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Onion Frederick
C/O PLURALSIGHT, INC.
42 FUTURE WAY
DRAPER, UT84020
X X Co-Founder
Onion Consulting, Inc.
C/O PLURALSIGHT, INC.
42 FUTURE WAY
DRAPER, UT84020
Relation to Reporting Person
Signatures
/s/ Matthew Forkner, by power of attorney for Frederick Onion 04/08/2021
Signature of Reporting Person Date
/s/ Matthew Forkner, by power of attorney for Onion Consulting, Inc. 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 )The shares are held of record by Onion Consulting, Inc., of which the Reporting Person is an owner.
( 3 )The shares are held of record by Frederick A. Onion Revocable Trust, of which the Reporting Person is a co-trustee.
( 4 )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 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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