Sec Form 3 Filing - Aguirre Miriam @ 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Aguirre Miriam 2. Issuer Name and Ticker or Trading Symbol Skillz Inc. [ SKLZ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Technology 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 A Common Stock 359,564 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 Stock Options (right to buy) $ 0.04 ( 1 ) 07/13/2026 Class A common stock 1,334,664 D Stock Options (right to buy) $ 0.43 ( 2 ) 04/24/2029 Class A common stock 291,369 D Stock Options (right to buy) $ 1.33 ( 3 ) 06/07/2030 Class A common stock 1,520,736 D Stock Options (right to buy) $ 1.33 12/16/2020 06/07/2030 Class A common stock 919,862 D Earn-Out Shares $ 0 ( 4 ) 12/16/2025 Class A common stock 6,692 D

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

Explanation of Responses:

( 1 )Twenty-five percent of the stock option grant vests on April 29, 2020 and the remainder vests in quarterly increments thereafter. ( 2 )Twenty-five percent of the stock option grant vests on August 1, 2017 and the remainder vests in quarterly increments thereafter. ( 3 )Twenty-five percent of the stock option grant vests on August 1, 2021 and the remainder vests in quarterly increments thereafter. ( 4 )On December 16, 2020 (the "Closing Date"), the Reporting Person received the right to acquire 6,692 shares of the Issuer's Class A Common Stock in connection with the Issuer's 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 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.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.