0001544704-21-000002.txt : 20210408
0001544704-21-000002.hdr.sgml : 20210408
20210408211905
ACCESSION NUMBER: 0001544704-21-000002
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: Dorsey Scott D
CENTRAL INDEX KEY: 0001544704
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38498
FILM NUMBER: 21816252
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_161793112946000.xml
FORM 4
X0306
4
2021-04-06
1
0001725579
Pluralsight, Inc.
PS
0001544704
Dorsey Scott D
C/O PLURALSIGHT, INC.
42 FUTURE WAY
DRAPER
UT
84020
1
0
0
0
Class A Common Stock
2021-04-06
4
U
0
25240
22.50
D
11632
D
Class A Common Stock
2021-04-06
4
U
0
11632
22.50
D
0
D
Class A Common Stock
2021-04-06
4
M
0
121712
0
A
121712
D
Class A Common Stock
2021-04-06
4
U
0
121712
22.50
D
0
D
Class A Common Stock
2021-04-06
4
M
0
109110
15
A
109110
D
Class A Common Stock
2021-04-06
4
F
0
72740
0
D
36370
D
Class A Common Stock
2021-04-06
4
U
0
36370
22.50
D
0
D
Class A Common Stock
2021-04-06
4
M
0
50000
0
A
50000
I
See footnote.
Class A Common Stock
2021-04-06
4
U
0
50000
22.50
D
0
I
See footnote.
Class B Common Stock
2021-04-06
4
M
0
121712
0
D
Class A Common Stock
121712.0
0
D
Employee Stock Option (right to buy)
15.0
2021-04-06
4
M
0
109110
0
D
2028-05-17
Class A Common Stock
109110.0
0
D
Class B Common Stock
2021-04-06
4
M
0
50000
0
D
Class A Common Stock
50000.0
0
I
See footnote.
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).
These shares represent unvested restricted share units ("RSUs"), which will vest in full upon the earlier of the one-year anniversary of the grant date, May 5, 2020, or the day prior to our next annual meeting of stockholders, and will be settled with shares of Class A Common Stock, subject to the Reporting Person's continued service on the Issuer's Board of Directors through such date. In connection with the Offer, the unvested RSUs fully vested pursuant to the Issuer's Outside Director Compensation Policy and were cancelled and converted into the right to receive a cash payment of $261,720, which represents $22.50 for each outstanding unvested unit.
The shares listed as disposed of were withheld by the Issuer to cover the Reporting Person's exercise price in connection with the vesting of options previously granted to the Reporting Person. Such withholding is exempt from Section 16(b) pursuant to Rule 16b-3(e) and these shares were not issued to or sold by the Reporting Person.
The shares are held of record by AREO Ventures, LLC, of which the Reporting Person is a manager.
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.
Shares subject to the option vest in four equal semiannual installments beginning on November 17, 2018.
/s/ Matthew Forkner, by power of attorney
2021-04-08