Sec Form 4 Filing - Roswig Jason @ Skillz Inc. - 2023-11-08

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 Roswig Jason 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) President & CFO (Last) (First) (Middle) C/O SKILLZ INC., 6625 BADURA AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 11/08/2023 (Street) LAS VEGAS, NV89118 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 Restricted Stock Units 11/08/2023 M 32,538 ( 1 ) A $ 0 117,817 D Restricted Stock Units 11/10/2023 S 17,194 ( 2 ) D $ 5.068 100,623 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 Restricted Stock Units ( 3 ) 11/08/2023 M 32,538 ( 4 ) ( 5 ) ( 6 ) ( 6 ) Restricted Stock Units 32,538 $ 0 357,918 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Roswig Jason C/O SKILLZ INC. 6625 BADURA AVENUE LAS VEGAS, NV89118 President & CFO Signatures /s/ Andrew Dahlinghuas, Attorney-in-Fact 11/13/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The restricted stock units vested and settled in Class A common stock of the Issuer on November 8, 2023. ( 2 )Represents securities sold on the open market to satisfy tax obligations owed by the Reporting Person in connection with the vesting of restricted stock units. ( 3 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A common stock. ( 4 )On June 23, 2023 (the "Effective Date"), the Class A common stock of the Issuer underwent a 1-for-20 reverse stock split (the "Reverse Stock Split"). All amounts of securities listed herein have been adjusted to reflect the effect of the Reverse Stock Split (even if the listed transaction occurred before the Effective Date of the Reverse Stock Split). ( 5 )The grant of restricted stock units was previously reported as covering 650,760 shares (prior to the Reverse Stock Split, which is equal to 32,538 shares post Reverse Stock Split). Following the reportedtransactions, 357,918 shares remained unvested (as adjusted for the Issuer's Reverse Stock Split). ( 6 )Twenty-five percent of the restricted stock unit grant vested on August 8, 2023 and the remainder will vest in substantially equal quarterly installments thereafter over the next three years.

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).

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