Sec Form 4 Filing - Paradise Andrew @ Skillz Inc. - 2022-03-14

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 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 X __ 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) 03/14/2022 (Street) SAN FRANCISCO, CA94104 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

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 CEO Performance Stock Unit ( 1 ) 03/14/2022 J( 1 ) 16,119,540 ( 1 ) ( 1 ) Class A common stock 16,119,540 $ 0 0 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 X X Chief Executive Officer Signatures /s/ Charlotte Edelman 03/18/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the letter agreement, dated March 14, 2022 between the Reporting Person and the Issuer, the CEO Performance Stock Units granted to the Reporting Person on September 14, 2021 were canceled and permanently forfeited, with no value received by the Reporting Person. The terms of the canceled award provided that one share of the Company's Class A Common Stock would have been earned for each CEO Performance Stock Unit based on the achievement of certain market capitalization milestones.

Remarks: On March 14, 2022, the Board of Directors of Skillz Inc. (the "Company") and Andrew Paradise, Chief Executive Officer of the Company, agreed to cancel Mr. Paradise's award of 16,119,640 performance share units granted on September 14, 2021 (the "CEO Performance Stock Units"). The CEO Performance Stock Units were divided into four tranches, each vesting upon the achievement of a corresponding market capitalization milestone ranging from two to five times the Company's market capitalization baseline calculated at the time of grant. In canceling the CEO Performance Stock Units, the Board and Mr. Paradise took into consideration a number of factors, including (i) changes in the Company's market capitalization since the award was granted, (ii) the desire by the Board and Company to conduct an equity refresh grant for the broad-based employee population, which is facilitated by the cancellation of the CEO Performance Stock Units and (iii) the cancellation resulting in less dilution to stockholders. The Board and Mr. Paradise are continuing to discuss the terms of a potential equity grant.

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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