SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Onion Frederick

(Last) (First) (Middle)
C/O PLURALSIGHT, INC.
42 FUTURE WAY

(Street)
DRAPER UT 84020

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Pluralsight, Inc. [ PS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
Co-Founder
3. Date of Earliest Transaction (Month/Day/Year)
04/06/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 04/06/2021 M(1) 9,919,847 A $0 10,202,247 I See footnote.(2)
Class A Common Stock 04/06/2021 U(1) 10,202,247 D $22.5 0 I See footnote.(2)
Class A Common Stock 04/06/2021 M(1) 41,224 A $0 71,224 I See footnote(3)
Class A Common Stock 04/06/2021 U(1) 71,224 D $22.5 0 I See footnote(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (4) 04/06/2021 M 9,919,847 (4) (4) Class A Common Stock 9,919,847 $0 0 I See footnote.(2)
Class B Common Stock (4) 04/06/2021 M 41,224 (4) (4) Class A Common Stock 41,224 $0 0 I See footnote.(3)
1. Name and Address of Reporting Person*
Onion Frederick

(Last) (First) (Middle)
C/O PLURALSIGHT, INC.
42 FUTURE WAY

(Street)
DRAPER UT 84020

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
Co-Founder
1. Name and Address of Reporting Person*
Onion Consulting, Inc.

(Last) (First) (Middle)
C/O PLURALSIGHT, INC.
42 FUTURE WAY

(Street)
DRAPER UT 84020

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Relation to Reporting Person
Explanation of Responses:
1. 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).
2. The shares are held of record by Onion Consulting, Inc., of which the Reporting Person is an owner.
3. The shares are held of record by Frederick A. Onion Revocable Trust, of which the Reporting Person is a co-trustee.
4. 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 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.
Remarks:
/s/ Matthew Forkner, by power of attorney for Frederick Onion 04/08/2021
/s/ Matthew Forkner, by power of attorney for Onion Consulting, Inc. 04/08/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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