0000899243-19-003528.txt : 20190213 0000899243-19-003528.hdr.sgml : 20190213 20190213205024 ACCESSION NUMBER: 0000899243-19-003528 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190211 FILED AS OF DATE: 20190213 DATE AS OF CHANGE: 20190213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Griffith William J.G. CENTRAL INDEX KEY: 0001688124 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38498 FILM NUMBER: 19600084 MAIL ADDRESS: STREET 1: 21300 VICTORY BLVD. STREET 2: 12TH FLOOR CITY: WOODLAND HILLS STATE: CA ZIP: 91367 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Makan Divesh CENTRAL INDEX KEY: 0001688143 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38498 FILM NUMBER: 19600085 MAIL ADDRESS: STREET 1: C/O ICONIQ CAPITAL STREET 2: 394 PACIFIC AVENUE, 2ND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICONIQ Strategic Partners TT GP, Ltd. CENTRAL INDEX KEY: 0001688389 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38498 FILM NUMBER: 19600086 BUSINESS ADDRESS: STREET 1: 394 PACIFIC AVENUE, 2ND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-967-7763 MAIL ADDRESS: STREET 1: 394 PACIFIC AVENUE, 2ND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICONIQ Strategic Partners, L.P. CENTRAL INDEX KEY: 0001575779 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38498 FILM NUMBER: 19600087 BUSINESS ADDRESS: STREET 1: 394 PACIFIC AVE. STREET 2: 2ND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-967-7485 MAIL ADDRESS: STREET 1: 394 PACIFIC AVE. STREET 2: 2ND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER NAME: FORMER CONFORMED NAME: ICONIQ Strategic Partners, l.P. DATE OF NAME CHANGE: 20130501 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICONIQ Strategic Partners Co-Invest, L.P., Series PS CENTRAL INDEX KEY: 0001614588 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38498 FILM NUMBER: 19600088 BUSINESS ADDRESS: STREET 1: 394 PACIFIC AVENUE STREET 2: 2ND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4159677763 MAIL ADDRESS: STREET 1: 394 PACIFIC AVENUE STREET 2: 2ND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICONIQ Strategic Partners GP, L.P. CENTRAL INDEX KEY: 0001688390 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38498 FILM NUMBER: 19600089 BUSINESS ADDRESS: STREET 1: 394 PACIFIC AVENUE, 2ND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-967-7763 MAIL ADDRESS: STREET 1: 394 PACIFIC AVENUE, 2ND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 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 doc4.xml FORM 4 SUBMISSION X0306 4 2019-02-11 1 0001725579 Pluralsight, Inc. PS 0001688390 ICONIQ Strategic Partners GP, L.P. C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001614588 ICONIQ Strategic Partners Co-Invest, L.P., Series PS C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001575779 ICONIQ Strategic Partners, L.P. C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001688389 ICONIQ Strategic Partners TT GP, Ltd. C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001688143 Makan Divesh C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001688124 Griffith William J.G. C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 Class A Common Stock 2019-02-11 4 J 0 2503249 0.00 D 0 D Class A Common Stock 2019-02-11 4 J 0 1668832 0.00 D 887709 D Class A Common Stock 2019-02-11 4 J 0 1413628 0.00 D 706813 D Class A Common Stock 2019-02-11 4 J 0 418843 0.00 D 536929 D Class A Common Stock 933333 D On February 11, 2019, ISP Main Fund PS LLC ("ISP") ISP distributed, for no consideration, 2,503,249 shares of Class A Common Stock of the issuer to ICONIQ Strategic Partners, L.P. ("ICONIQ") and Divesh Makan ("Makan"), the sole equity holders of ISP. ICONIQ Strategic Partners GP, L.P. ("ICONIQ GP"), is the general partner of ICONIQ. ICONIQ Strategic Partners TT GP, Ltd. ("ICONIQ Parent GP") is the general partner of ICONIQ GP. Makan and William Griffith ("Griffith") are the sole equity holders and directors of ICONIQ Parent GP. Each of ICONIQ, ICONIQ GP, ICONIQ Parent GP, Makan and Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. (Continued from Footnote 1) This report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. On February 11, 2019, ICONIQ distributed, for no consideration, 1,668,832 shares of Class A Common Stock of the issuer to its limited partners and to ICONIQ GP, representing each such partner's pro rata interest in the shares held by ICONIQ. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended. ICONIQ is the direct owner of these securities. Each of ICONIQ GP, ICONIQ Parent GP, Makan and Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. On February 11, 2019, ICONIQ Strategic Partners Co-Invest, L.P. (Series PS) ("ICONIQ CO PS") distributed, for no consideration, 1,413,628 shares of Class A Common Stock of the issuer to its limited partners and to ICONIQ GP, the general partner of ICONIQ CO PS, representing each such partner's pro rata interest in the shares held by ICONIQ CO PS. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended. ICONIQ CO PS is the direct owner of these securities. Each of ICONIQ GP, ICONIQ Parent GP, Makan and Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. On February 11, 2019, ICONIQ Strategic Partners-B, L.P. ("ICONIQ B") distributed, for no consideration, 418,843 shares of Class A Common Stock of the issuer to its limited partners and to ICONIQ GP, the general partner of ICONIQ B, representing each such partner's pro rata interest in the shares held by ICONIQ B. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended. ICONIQ B is the direct owner of these securities. Each of ICONIQ GP, ICONIQ Parent GP, Makan and Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. ICONIQ Strategic Partners Co-Invest, L.P. (Series PS2) ("ICONIQ CO PS2") is the direct owner of these securities. ICONIQ GP is the general partner of ICONIQ CO PS2. Each of ICONIQ GP, ICONIQ Parent GP, Makan and Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. Exhibit 99.1 - Joint Filers' Names and Addresses ICONIQ Strategic Partners, L.P., by ICONIQ Strategic Partners GP, L.P., its General Partner, by ICONIQ Strategic Partners TT GP, Ltd., its General Partner, /s/ Kevin Foster 2019-02-11 ICONIQ Strategic Partners Co-Invest, L.P. (Series PS), by ICONIQ Strategic Partners GP, L.P., its General Partner, by ICONIQ Strategic Partners TT GP, Ltd., its General Partner, /s/ Kevin Foster 2019-02-11 ICONIQ Strategic Partners-B, L.P., by ICONIQ Strategic Partners GP, L.P., its General Partner, by ICONIQ Strategic Partners TT GP, Ltd., its General Partner, /s/ Kevin Foster 2019-02-11 ICONIQ Strategic Partners GP, L.P., by ICONIQ Strategic Partners TT GP, Ltd., its general partner, /s/ Kevin Foster 2019-02-11 ICONIQ Strategic Partners TT GP, Ltd., by Kevin Foster, its Senior Vice President, /s/ Kevin Foster 2019-02-11 /s/ Divesh Makan 2019-02-11 /s/ William Griffith 2019-02-11 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

Exhibit 99.1

                       JOINT FILERS' NAMES AND ADDRESSES

    1.ICONIQ Strategic Partners GP, L.P.
    2.ICONIQ Strategic Partners, L.P.
    3.ICONIQ Strategic Partners TT GP, Ltd.
    4.ICONIQ Strategic Partners Co-Invest, L.P. (Series PS)
    5.ICONIQ Strategic Partners-B, L.P.
    6.Divesh Makan
    7.William Griffith

The business address for each of the above reporting persons is:

c/o ICONIQ Strategic Partners, 394 Pacific Avenue, 2nd Floor San Francisco, CA
94111


ACTIVE/98506520.2