Sec Form 4/A Filing - Bruckheimer Jerome Leon @ Skillz Inc. - 2021-02-23

FORM 4/A 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 Bruckheimer Jerome Leon 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SKILLZ INC., P.O. BOX 445 3. Date of Earliest Transaction (MM/DD/YY) 02/23/2021 (Street) SAN FRANCISCO, CA94105-0445 4. If Amendment, Date Original Filed (MM/DD/YY) 02/25/2021 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

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 Stock Units ( 1 ) 02/23/2021 A 8,284 ( 2 ) ( 2 ) Class A common stock 8,284 $ 0 8,284 D Restricted Stock Units ( 1 ) 02/23/2021 A 14,839 ( 3 ) ( 3 ) Class A common stock 14,839 $ 0 14,839 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bruckheimer Jerome Leon C/O SKILLZ INC. P.O. BOX 445 SAN FRANCISCO, CA94105-0445 X Signatures /s/ Charlotte Edelman,Attorney-in-Fact 04/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A common stock. ( 2 )The restricted stock units will vest 100% on February 23, 2022. ( 3 )The restricted stock units will vest in three approximately equal annual installments beginning on February 23, 2022.

Remarks: The Reporting Person has agreed to forego the grant of 4,417 restricted stock units that were previously reported in footnote 3 to his Form 4 timely filed on February 25, 2021 and were identified as being contingent upon stockholder approval. This Form 4/A is solely being filed to reflect this change in circumstance.

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.
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