0001338176-21-000014.txt : 20210408 0001338176-21-000014.hdr.sgml : 20210408 20210408211423 ACCESSION NUMBER: 0001338176-21-000014 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210406 FILED AS OF DATE: 20210408 DATE AS OF CHANGE: 20210408 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Budge James CENTRAL INDEX KEY: 0001338176 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38498 FILM NUMBER: 21816237 MAIL ADDRESS: STREET 1: C/O PLURALSIGHT, INC. STREET 2: 182 NORTH UNION AVENUE CITY: FARMINGTON STATE: UT ZIP: 84025 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: 42 FUTURE WAY CITY: DRAPER STATE: UT ZIP: 84020 BUSINESS PHONE: (801) 784-9007 MAIL ADDRESS: STREET 1: 42 FUTURE WAY CITY: DRAPER STATE: UT ZIP: 84020 4 1 wf-form4_161793084678393.xml FORM 4 X0306 4 2021-04-06 1 0001725579 Pluralsight, Inc. PS 0001338176 Budge James C/O PLURALSIGHT, INC. 42 FUTURE WAY DRAPER UT 84020 0 1 0 0 Chief Financial Officer Class A Common Stock 2021-04-06 4 U 0 51220 22.50 D 127651 D Class A Common Stock 2021-04-06 4 U 0 74545 0 D 53106 D Class A Common Stock 2021-04-06 4 U 0 53106 0 D 0 D Class A Common Stock 2021-04-06 4 M 0 150080 0 A 150080 D Class A Common Stock 2021-04-06 4 U 0 150080 22.50 D 0 D Class B Common Stock 2021-04-06 4 M 0 150080 0 D Class A Common Stock 150080.0 66423 D Class B Common Stock 2021-04-06 4 U 0 66423 0 D Class A Common Stock 66423.0 0 D Employee Stock Option (right to buy) 15.0 2021-04-06 4 U 0 537503 0 D 2028-05-17 Class A Common Stock 537503.0 0 D 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). 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. 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. 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. 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. 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. /s/ Matthew Forkner, by power of attorney 2021-04-08