SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Walkingshaw Nate

(Last)

(First)

(Middle)

C/O PLURALSIGHT, INC.

182 NORTH UNION AVENUE

(Street)

FARMINGTON

84025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2018

3. Issuer Name and Ticker or Trading Symbol
Pluralsight, Inc. [ PS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Experience Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)
05/17/2018

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	128,750⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. The shares are represented by restricted stock units ("RSUs") granted in awards of 60,000 RSUs and 68,750 RSUs, respectively. Of the first award, 30,000 RSUs vest as follows: 25% of the RSUs vest on July 1, 2018 and an additional 6.25% vest each three months thereafter, provided that no RSUs vest and settle until the Issuer's initial public offering (the "IPO") lockup release date. The remaining 30,000 RSUs vest in two equal annual installments beginning on April 1, 2019.Of the second award, 34,375 RSUs vest as follows: 25% of the RSUs vest on Feb. 21, 2019 and an additional 6.25% vest each three months thereafter, provided that no RSUs vest and settle until the Issuer's IPO lockup release date. The remaining 34,375 RSUs vest in two equal annual installments beginning on January 1, 2020.

Remarks:

This Form 3 is being amended to list shares represented by RSUs that were inadvertently omitted from the original Form 3.

	/s/ Matthew Forkner, by power of attorney	01/23/2019
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.