0001567619-20-012025.txt : 20200611 0001567619-20-012025.hdr.sgml : 20200611 20200611173220 ACCESSION NUMBER: 0001567619-20-012025 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20200609 FILED AS OF DATE: 20200611 DATE AS OF CHANGE: 20200611 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: 20958103 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: Insight Venture Partners VII, L.P. CENTRAL INDEX KEY: 0001508854 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38498 FILM NUMBER: 20958104 BUSINESS ADDRESS: STREET 1: INSIGHT VENTURE ASSOCIATES VII, L.P. STREET 2: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 2122309200 MAIL ADDRESS: STREET 1: INSIGHT VENTURE ASSOCIATES VII, L.P. STREET 2: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners VII (Co-Investors), L.P. CENTRAL INDEX KEY: 0001519801 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38498 FILM NUMBER: 20958105 BUSINESS ADDRESS: STREET 1: INSIGHT VENTURE ASSOCIATES VII, L.P., STREET 2: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 2122309200 MAIL ADDRESS: STREET 1: INSIGHT VENTURE ASSOCIATES VII, L.P., STREET 2: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Associates VII, Ltd. CENTRAL INDEX KEY: 0001545169 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38498 FILM NUMBER: 20958106 BUSINESS ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212 230 9200 MAIL ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Associates VII, L.P. CENTRAL INDEX KEY: 0001545168 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38498 FILM NUMBER: 20958107 BUSINESS ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212 230 9200 MAIL ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 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: 20958108 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 Partners (Delaware) VII, L.P. CENTRAL INDEX KEY: 0001545170 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38498 FILM NUMBER: 20958109 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: Insight Venture Partners (Cayman) VII, L.P. CENTRAL INDEX KEY: 0001508855 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38498 FILM NUMBER: 20958110 BUSINESS ADDRESS: STREET 1: INSIGHT VENTURE ASSOCIATES VII, L.P. STREET 2: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 2122309200 MAIL ADDRESS: STREET 1: INSIGHT VENTURE ASSOCIATES VII, L.P. STREET 2: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 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: 20958111 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 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 2020-06-09 0 0001725579 Pluralsight, Inc. PS 0001305473 Insight Holdings Group, LLC C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001508855 Insight Venture Partners (Cayman) VII, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001545170 Insight Venture Partners (Delaware) VII, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR 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 0001545168 Insight Venture Associates VII, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001545169 Insight Venture Associates VII, Ltd. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001519801 Insight Venture Partners VII (Co-Investors), L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001508854 Insight Venture Partners VII, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001545166 Insight Venture Associates Coinvestment II, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 Class A common stock 3728410 I See footnote Class A common stock 535783 I See footnote Class A common stock 2679709 I See footnote Class A common stock 61964 I See footnote Class B common stock 2020-06-09 4 C 0 3001873 D Class A common stock 3001873 6268100 I See footnote See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 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 first 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 first Form 4 should be read in conjunction with the second 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 /s/ Blair Flicker 2020-06-11 EX-99.1 2 i35517526a.htm EXPLANATION OF RESPONSES
EXPLANATION OF RESPONSES

 (1)
Held directly by Insight Venture Partners (Cayman) VII, L.P.

(2)
Held directly by Insight Venture Partners (Delaware) VII, L.P.

(3)
Held directly by Insight Venture Partners VII, L.P.

(4)
Held directly by Insight Venture Partners VII (Co-Investors), L.P.

(5)
On June 9, 2020, IVP CIF II (PS Splitter), L.P. (“Splitter”) exchanged 3,001,873 shares of the Issuer’s Class B common stock and a corresponding number of LLC Units (as defined in footnote 6 below) on a one-for-one basis for an equivalent number of shares of the Issuer’s Class A common stock pursuant to the conversion mechanic described in footnote 6 below (the “Exchange”).  No shares of common stock of the Issuer were sold by the Reporting Person in connection with the Exchange.
The Exchange was permissible pursuant to the terms of a lock-up agreement as further described in the Issuer’s prospectus dated June 9, 2020.

(6)
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 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.

(7)
This report is the first of two filings made on this 11th day of June, 2020, to report transactions that occurred on June 9, 2020.  The amounts reflected in columns (5), (7) and (9) represent the number of derivative securities disposed of, the number of securities underlying the derivative securities and the number of securities beneficially owned following the transactions reported across both filings.

(8)
Held directly by IVP CIF II (PS Splitter), L.P.
EX-99.2 3 i35517526b.htm JOINT FILERS' SIGNATURES

JOINT FILERS’ SIGNATURES


INSIGHT HOLDINGS GROUP, LLC
  
   
   
By:
/s/ Blair Flicker                                      
Date: 6/11/2020
Name:
Blair Flicker
  
Title:
Attorney-in-Fact
  
   
   
   
INSIGHT VENTURE PARTNERS (CAYMAN) VII, L.P.
  
By:
 Insight Venture Associates VII, L.P., its general partner  
By:
Insight Venture Associates VII, Ltd., its general partner
  
   
By:
/s/ Blair Flicker                                     
Date: 6/11/2020
Name:
Blair Flicker
  
Title:
Vice President
  
   
   
   
INSIGHT VENTURE PARTNERS (DELAWARE) VII, L.P.
  
By:
Insight Venture Associates VII, L.P., its general partner
  
By:
Insight Venture Associates VII, Ltd., its general partner
  
   
   
By:
/s/ Blair Flicker                                      
Date: 6/11/2020
Name:
Blair Flicker
  
Title:
Authorized Officer
  
   
   
   
IVP CIF II (PS SPLITTER), L.P.
  
By:
Insight Venture Associates Coinvestment II, L.P., its general partner
  
   
   
By:
/s/ Blair Flicker                                     
Date: 6/11/2020
Name:
Blair Flicker
  
Title:
Authorized Officer
  
   
   
   
INSIGHT VENTURE ASSOCIATES VII, L.P.
  
By:
Insight Venture Associates VII, Ltd., its general partner
  
   
   
By:
/s/ Blair Flicker                                     
Date: 6/11/2020
Name:
Blair Flicker
  
Title:
Authorized Officer
  
   
   
   
INSIGHT VENTURE ASSOCIATES VII, LTD.
  
   
   
By:
/s/ Blair Flicker                                      
Date: 6/11/2020
Name:
Blair Flicker
  
Title:
Authorized Officer
  
   
   
   
INSIGHT VENTURE ASSOCIATES COINVESTMENT II, L.P.
  
   
   
   
By:
/s/ Blair Flicker                                      
Date: 6/11/2020
Name:
Blair Flicker
  
Title:
Authorized Officer
  
   
   
   
INSIGHT VENTURE PARTNERS VII (CO-INVESTORS), L.P.
  
   
   
By:
/s/ Blair Flicker                                      
Date: 6/11/2020
Name:
Blair Flicker
  
Title:
Authorized Officer
  
   
   
   
INSIGHT VENTURE PARTNERS VII, L.P.
  
By:
Insight Venture Associates VII, L.P., its general partner
  
By:
Insight Venture Associates VII, Ltd., its general partner
  
   
   
By:
/s/ Blair Flicker                                      
Date: 6/11/2020
Name:
Blair Flicker
  
Title:
Authorized Officer
  

EX-99.3 4 i35517526c.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”),  2,679,709 shares of Class A common stock are held by Insight Venture Partners VII, L.P. (“IVP VII”), 61,964 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”), 1,549,091 shares of Class A common stock are held of record by IVP CIF II (AIP A), L.P. (“IVP AIP A”) and 3,001,873 shares of Class A common stock and 6,268,100 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”.

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.

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. The foregoing is not an admission by 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. Each of Messrs. Horing, Parekh, Sobiloff, Triplett and Lieberman disclaims beneficial ownership of the shares held by the IVP Funds, 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 Partners, 1114 Avenue of the Americas, 36th Floor, New York, New York 10036.