0001567619-19-012631.txt : 20190603 0001567619-19-012631.hdr.sgml : 20190603 20190603213213 ACCESSION NUMBER: 0001567619-19-012631 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20190530 FILED AS OF DATE: 20190603 DATE AS OF CHANGE: 20190603 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Holdings Group, LLC CENTRAL INDEX KEY: 0001305473 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38498 FILM NUMBER: 19875150 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: IVP CIF II (AIP B), L.P. CENTRAL INDEX KEY: 0001740921 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38498 FILM NUMBER: 19875151 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: IVP CIF II (PS Splitter), L.P. CENTRAL INDEX KEY: 0001740925 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38498 FILM NUMBER: 19875152 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Associates Coinvestment II, L.P. CENTRAL INDEX KEY: 0001545166 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38498 FILM NUMBER: 19875153 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212 230 9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: IVP CIF II (AIP A), L.P. CENTRAL INDEX KEY: 0001740967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38498 FILM NUMBER: 19875154 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Pluralsight, Inc. CENTRAL INDEX KEY: 0001725579 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 823605465 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 182 NORTH UNION AVENUE CITY: FARMINGTON STATE: UT ZIP: 84025 BUSINESS PHONE: (801) 784-9007 MAIL ADDRESS: STREET 1: 182 NORTH UNION AVENUE CITY: FARMINGTON STATE: UT ZIP: 84025 4 1 doc1.xml FORM 4 X0306 4 2019-05-30 0 0001725579 Pluralsight, Inc. PS 0001305473 Insight Holdings Group, LLC C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001740921 IVP CIF II (AIP B), L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS NEW YORK NY 10036 0 0 1 0 0001740925 IVP CIF II (PS Splitter), L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS NEW YORK NY 10036 0 0 1 0 0001545166 Insight Venture Associates Coinvestment II, L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001740967 IVP CIF II (AIP A), L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 Class A Common Stock 2019-05-30 4 J 0 360000 D 1137762 I See footnote Class A Common Stock 2019-05-30 4 J 0 1549091 D 512110 I See footnote Class B Common Stock Class A Common Stock 12142265 I See footnote See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 This Form 4 is the second of two Forms 4 filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons. This second Form 4 should be read in conjunction with the first Form 4 filed by the Designated Filer, Insight Holdings Group, LLC on the date hereof. Exhibit List ------------ Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Signatures Exhibit 99.3 - Joint Filer Information Insight Holdings Group, LLC, By: Blair Flicker, Attorney-in-Fact, /s/ Blair Flicker 2019-06-03 EX-99.1 2 i29806621a.htm EXPLANATION OF RESPONSES
EXPLANATION OF RESPONSES
(1)
On May 30, 2019, the CIF Funds (as defined below) distributed an aggregate of 1,909,091 shares of Class A common stock of the Issuer pro rata to their partners in accordance with their respective ownership interests as determined in accordance with the applicable limited partnership agreement of such entities (the “Initial Distribution”).  In connection with the Initial Distribution, Insight Venture Associates Coinvestment II, L.P. (“IVA Coinvestment II”), the general partner of AIP B (as defined below) and AIP A (as defined below) acquired direct ownership of 200,603 shares of Class A common stock (the “IVP Coinvestment II Distribution”).  On May 30, 2019, IVA Coinvestment II distributed 200,603 shares of Class A common stock pro rata to its partners in accordance with their respective ownership interests as determined in accordance with the limited partnership agreement of IVA Coinvestment II (the (the “IVA Coinvestment II Distribution and, together with the Initial Distribution, and the IVP Coinvestment II Distribution, the “Distribution”).  The respective partners of the Insight Funds and IVA Coinvestment II, did not furnish any consideration in exchange for shares received in connection with the Distribution.
(2)
Held directly by IVP CIF II (AIP B), L.P., (“AIP B”)
(3)
Held directly by IVP CIF II (AIP A), L.P. (“AIP A” and collectively with AIP B, the “CIF Funds”)
(4)
One share of the Issuer's 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 of its Class A common stock. 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 convertible into one share of Class A common stock at the option of the holder and has no expiration date.
(5)
Held directly by IVP CIF II (PS Splitter), L.P.
EX-99.2 3 i29806621b.htm JOINT FILERS' SIGNATURES
JOINT FILERS’ SIGNATURES
INSIGHT HOLDINGS GROUP, LLC
  
   
   
By:
/s/ Blair Flicker                                                  
Date:  June 3, 2019
Name:
Blair Flicker
  
Title:
Attorney-in-Fact
  
     
     
IVP CIF II (AIP B), L.P.
  
By:
Insight Venture Associates Coinvestment II, L.P., its general partner
  
     
     
By:
/s/ Blair Flicker                                                  
Date:  June 3, 2019
Name:
Blair Flicker
  
Title:
Vice President
  
     
     
IVP CIF II (PS SPLITTER), L.P.
  
By:
Insight Venture Associates Coinvestment II, L.P., its general partner
  
     
     
By:
/s/ Blair Flicker                                                  
 Date:  June 3, 2019
Name:
Blair Flicker
  
Title:
Vice President
  
     
     
INSIGHT VENTURE ASSOCIATES COINVESTMENT II, L.P.
  
     
     
By:
/s/ Blair Flicker                                                  
 Date:  June 3, 2019
Name:
Blair Flicker
  
Title:
Authorized Officer
  
     
 
 
IVP CIF II (AIP A), L.P.  
By:
Insight Venture Associates Coinvestment II, L.P., its general partner






By: /s/ Blair Flicker                                                    Date:  June 3, 2019
Name: Blair Flicker
Title: Vice President  
     

 

   

   


 


 


 
 
 

EX-99.3 4 i29806621c.htm JOINT FILER INFORMATION
JOINT FILER INFORMATION
3,728,410 shares of Class A common stock are held of record by Insight Venture Partners (Cayman) VII, L.P. (“IVP Cayman VII”), 535,783 shares of Class A common stock are held of record by Insight Venture Partners (Delaware) VII, L.P. (“IVP Delaware VII”),  885,878 shares of Class A common stock are held by Insight Venture Partners VII, L.P. (“IVP VII”), 20,484 shares of Class A common stock are held of record by Insight Venture Partners VII (Co-Investors), L.P. (“IVP VII Co-Investors” and, together with IVP Cayman VII, IVP Delaware VII and IVP VII, the “IVP VII Funds”). 1,137,762 shares of Class A common stock are held of record by IVP CIF II (AIP B), L.P. (“IVP AIP B”), 512,110 shares of Class A common stock are held of record by IVP CIF II (AIP A), L.P. (“IVP AIP A”) and 12,142,265 shares of Class B common stock are held of record by IVP CIF II (PS Splitter), L.P. (“Splitter”, together with IVP AIP B and IVP AIP A, the “IVP CIF Funds”).  The IVP CIF Funds, together with the IVP VII Funds, are referred to as the “IVP Funds”. 236,965 shares of Class A common stock are held of record by IVP (Venice), L.P.
The amount listed as owned by each IVP VII Fund may be deemed to be attributable to the other IVP VII Funds, Insight Venture Associates VII, L.P. (“IVA VII”), Insight Venture Associates VII, Ltd. (“IVA VII Ltd”) and Insight Holdings Group, LLC (“Holdings”) because Holdings is the sole shareholder of IVA VII Ltd, which in turn is the general partner of IVA VII, which in turn is the general partner of each of the IVP VII Funds.  The amount listed as owned by each IVP CIF Fund may be deemed to be attributable to the other IVP CIF Funds, Insight Venture Associates Coinvestment II, L.P. (“IVA Coinvestment II”) and Holdings because Holdings is the sole shareholder of IVA Coinvestment II, which in turn is the general partner of each of the IVP CIF Funds.
The amount list as owned by IVP Venice may be deemed attributable to Holdings because Holdings is the sole shareholder of Insight Venture Associates X, Ltd. (“IVA X”), which is the managing member of IVP GP (Venice), LLC (“IVP GP Venice”), which in turn is the general partner of IVP Venice.
Each of Jeffrey Horing, Deven Parekh, Peter Sobiloff, Michael Triplett and Jeffrey Lieberman is a member of the board of managers of Holdings and as such shares voting and dispositive power over the shares held of record by the IVP Funds, IVA VII, IVP Venice and IVA Coinvestment II. The foregoing is not an admission by (i) IVA VII, IVA VII Ltd, IVA Coinvestment II or Holdings that it is the beneficial owner of the shares held of record by the IVP Funds, (ii) IVA X, IVP GP Venice or Holdings that it is the beneficial owner of the shares held of record by IVP Venice, (iii) IVA VII Ltd or Holdings that it is the beneficial owner of the shares held of record by IVA VII, or (iv) Holdings that it is the beneficial owner of the shares held of record by IVA Coinvestment II. Each of Messrs. Horing, Parekh, Sobiloff, Triplett and Lieberman disclaims beneficial ownership of the shares held by any of the IVP Funds, IVA VII, IVP Venice or IVA Coinvestment II, except to the extent of his pecuniary interest therein.
The address of each of the entities and persons identified in this Exhibit 99.3 is c/o Insight Venture Partners, 1114 Avenue of the Americas, 36th Floor, New York, New York 10036.