Sec Form 3 Filing - Paradise Andrew @ Skillz Inc. - 2020-12-16

FORM 3 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 Paradise Andrew 2. Issuer Name and Ticker or Trading Symbol Skillz Inc. [ SKLZ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O SKILLZ INC., P.O. BOX 445 3. Date of Earliest Transaction (MM/DD/YY) 12/16/2020 (Street) SAN FRANCISCO, CA94104-0445 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 B Common Stock 77,004,134 D ( 5 ) Class B Common Stock 19,856 I See Footnote ( 4 ) Class A Common Stock 3,572,888 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 Stock Options (right to buy) $ 17.68 ( 1 ) 12/16/2030 Class B Common stock 9,960,000 D Stock Options (right to buy) $ 0.05 07/26/2017 01/31/2027 Class B Common stock 7,024,488 D Earnout Shares $ 0 ( 3 ) 12/16/2025 Class B common stock 1,407,256 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Paradise Andrew C/O SKILLZ INC. P.O. BOX 445 SAN FRANCISCO, CA94104-0445 X Chief Executive Officer Signatures /s/ Charlotte Edelman, Attorney-in-Fact 12/18/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The stock options will vest in three equal increments as follows: (i) one-third on the date that the volume weighted average price on the New York Stock Exchange ("NYSE") over a ten trading day period of underlying Issuer's Class A common stock ("VWAP") equals or exceeds 3.0x the VWAP of the shares as of December 16, 2020 (the "Closing Date"), (ii) one-third on the date that the VWAP of the shares equals or exceeds 4.0x the VWAP of the shares as of the Closing Date, and (iii) one-third on the date that the VWAP of the shares equals or exceeds 5.0x the VWAP of the shares as of the Closing Date ( 2 )On the Closing Date, Flying Eagle Acquisition Corp ("FEAC"), the Issuer's predecessor, consummated the business combination (the "Business Combination") pursuant to the terms of the merger agreement dated as of September 1, 2020 by and among FEAC, Merger Sub Inc., a Delaware corporation, Skillz Inc., a Delaware corporation ("Old Skillz"), and the Reporting Person, solely in his capacity as the representative of the stockholders of Old Skillz. The 3,572,888 shares of Class A Common Stock are held in escrow pursuant to the terms of an earnout escrow agreement entered into in connection with the Business Combination. The Reporting Person, as representative of the Old Skillz stockholders, has voting control over, but no pecuniary interest in, such shares. ( 3 )On the Closing Date, the Reporting Person received the right to acquire 1,407,256 shares of the Issuer's Class B Common Stock in connection with the Business Combination, (i) one-half of which will be released from escrow if (a) the VWAP for at least 20 of any 30 consecutive trading days following the Closing Date is at least $15.00 or (b) the Issuer consummates a transaction resulting in its stockholders being able to exchange their shares for cash, securities or other property with a per share value ("Qualifying Value") of at least $15.00; and (ii) one-half of which will be released from such escrow if (a) the VWAP for at least 20 of any 30 consecutive trading days following the Closing Date is at least $17.50 or (b) the Issuer consummates a transaction with a Qualifying Value of at least $17.50. Any shares not eligible to be released within five years of the Closing Date will be forfeited and canceled (the "Reporting Person's Escrowed Earn-Out Shares"). ( 4 )Represents 19,856 shares of the Issuer's Class B Common Stock held in escrow over which the Reporting Person, as representative of the Old Skillz stockholders, has voting control but no pecuniary interest. ( 5 )Includes the Reporting Person's Escrowed Earn-Out Shares.

Remarks: See Exhibit 24.1 - Power of Attorney

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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