SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Budge James (Last) (First) (Middle) C/O PLURALSIGHT, INC. 42 FUTURE WAY (Street) DRAPER UT 84020 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Pluralsight, Inc. [ PS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 04/06/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	04/06/2021		U(1)		51,220	D	$22.5	127,651	D
Class A Common Stock	04/06/2021		U(1)		74,545(2)	D	$0	53,106	D
Class A Common Stock	04/06/2021		U(1)		53,106(3)	D	$0	0	D
Class A Common Stock	04/06/2021		M(1)		150,080	A	$0	150,080	D
Class A Common Stock	04/06/2021		U(1)		150,080	D	$22.5	0	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Class B Common Stock	(4)	04/06/2021		M			150,080	(4)	(4)	Class A Common Stock	150,080	$0	66,423	D
Class B Common Stock	(5)	04/06/2021		U			66,423	(5)	(5)	Class A Common Stock	66,423	$0	0	D
Employee Stock Option (right to buy)	$15(6)	04/06/2021		U			537,503	(6)	05/17/2028	Class A Common Stock	537,503	$0	0	D

Explanation of Responses:

1. Disposed of pursuant to the cash tender offer (the "Offer") made pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated March 7, 2021, by and among Lake Holdings, LP, Lake Guarantor, LLC, Lake Merger Sub I, Inc., Lake Merger Sub II, LLC, Pluralsight, Inc., and Pluralsight Holdings, LLC ("Holdings"), a copy of which is filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on March 8, 2021. In connection with the Offer, the Reporting Person redeemed LLC Units and corresponding Class B Common Stock for Class A Common Stock in accordance with the Fourth Amended and Restated Limited Liability Company Agreement of Holdings, and exercised vested options, and tendered in the Offer all of such Reporting Person's Class A Common Stock (including shares issuable with respect to the redemption of LLC Units and the exercise of vested options).

2. Includes balance of 74,545 unvested restricted share units ("RSUs") which vest quarterly through January 1, 2024 and subject to the Reporting Person's continued service through each vesting date. In connection with the Offer, the unvested RSUs were cancelled and converted into the contingent right to receive a cash payment of $1,677,263, which represents $22.50 for each outstanding unvested unit, which will vest and be payable at the same time as the unvested RSUs for which such cash amount was exchanged would have vested pursuant to its terms.

3. Includes 53,106 shares of unvested RSUs awarded upon the achievement of certain performance metrics that will vest annually, in two equal installments, through January 1, 2023. In connection with the Offer, the unvested RSUs were cancelled and converted into the contingent right to receive a cash payment of $1,194,885, which represents $22.50 for each outstanding unvested unit, which will vest and be payable at the same time as the unvested RSUs for which such cash amount was exchanged would have vested pursuant to its terms.

4. One share of the Issuer's Class B common stock (the "Class B Common Stock") was issued for each limited liability company unit of Pluralsight Holdings, LLC (each an "LLC Unit") held by the reporting person pursuant to a reclassification of Pluralsight Holdings, LLC that occurred prior to the Issuer's initial public offering. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof and (ii) only confer one-to-one voting rights on the holders thereof. Each share of Class B Common Stock and corresponding LLC Unit is redeemable or exchangeable for one share of Class A Common Stock at the option of the holder (for which the Issuer may substitute cash) and has no expiration date.

5. Includes 66,423 shares of Class B Common Stock issued for each unvested incentive LLC Unit and subject to a right of repurchase in favor of Pluralsight, which will vest on April 17, 2021. In connection with the Offer, the shares of Class B Common Stock and corresponding incentive LLC Units were cancelled and converted into the contingent right to receive a cash payment of $1,494,518, which represents $22.50 for each outstanding unvested unit, which will vest and be payable at the same time as the unvested incentive LLC Units for which such cash amount was exchanged would have vested pursuant to their terms.

6. Includes 537,503 shares subject to the option vest in four equal semiannual installments beginning on November 17, 2018. In connection with the Offer, the options were cancelled and converted into a cash payment of $4,031,273, which represents $22.50 for each share of Class A Common Stock subject the options minus the exercise price per share of $15.00, payable in connection with the consummation of the Offer.

Remarks:

	/s/ Matthew Forkner, by power of attorney	04/08/2021
	** Signature of Reporting Person	Date
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.