0001104659-20-137595.txt : 20201218 0001104659-20-137595.hdr.sgml : 20201218 20201218215145 ACCESSION NUMBER: 0001104659-20-137595 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201216 FILED AS OF DATE: 20201218 DATE AS OF CHANGE: 20201218 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Paradise Andrew CENTRAL INDEX KEY: 0001836621 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39243 FILM NUMBER: 201402225 MAIL ADDRESS: STREET 1: SKILLZ INC., C/O CHARLOTTE EDELMAN STREET 2: P.O. BOX 445 CITY: SAN FRANCISCO STATE: CA ZIP: 94104-0445 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Skillz Inc. CENTRAL INDEX KEY: 0001801661 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 844478274 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: P.O. BOX 445 CITY: SAN FRANCISCO STATE: CA ZIP: 94104-0445 BUSINESS PHONE: 415-762-0511 MAIL ADDRESS: STREET 1: P.O. BOX 445 CITY: SAN FRANCISCO STATE: CA ZIP: 94104-0445 FORMER COMPANY: FORMER CONFORMED NAME: Flying Eagle Acquisition Corp. DATE OF NAME CHANGE: 20200130 3 1 tm2038895d4_3.xml OWNERSHIP DOCUMENT X0206 3 2020-12-16 0 0001801661 Skillz Inc. SKLZ 0001836621 Paradise Andrew C/O SKILLZ INC. P.O. BOX 445 SAN FRANCISCO CA 94104-0445 1 1 0 0 Chief Executive Officer Class B Common Stock 77004134 D Class B Common Stock 19856 I See Footnote Class A Common Stock 3572888 I See Footnote Stock Options (right to buy) 17.68 2030-12-16 Class B Common stock 9960000 D Stock Options (right to buy) 0.05 2017-07-26 2027-01-31 Class B Common stock 7024488 D Earnout Shares 0.00 2025-12-16 Class B common stock 1407256 D The stock options will vest in three equal increments as follows: (i) one-third on the date that the volume weighted average price on the New York Stock Exchange ("NYSE") over a ten trading day period of underlying Issuer's Class A common stock ("VWAP") equals or exceeds 3.0x the VWAP of the shares as of December 16, 2020 (the "Closing Date"), (ii) one-third on the date that the VWAP of the shares equals or exceeds 4.0x the VWAP of the shares as of the Closing Date, and (iii) one-third on the date that the VWAP of the shares equals or exceeds 5.0x the VWAP of the shares as of the Closing Date On the Closing Date, Flying Eagle Acquisition Corp ("FEAC"), the Issuer's predecessor, consummated the business combination (the "Business Combination") pursuant to the terms of the merger agreement dated as of September 1, 2020 by and among FEAC, Merger Sub Inc., a Delaware corporation, Skillz Inc., a Delaware corporation ("Old Skillz"), and the Reporting Person, solely in his capacity as the representative of the stockholders of Old Skillz. The 3,572,888 shares of Class A Common Stock are held in escrow pursuant to the terms of an earnout escrow agreement entered into in connection with the Business Combination. The Reporting Person, as representative of the Old Skillz stockholders, has voting control over, but no pecuniary interest in, such shares. On the Closing Date, the Reporting Person received the right to acquire 1,407,256 shares of the Issuer's Class B Common Stock in connection with the Business Combination, (i) one-half of which will be released from escrow if (a) the VWAP for at least 20 of any 30 consecutive trading days following the Closing Date is at least $15.00 or (b) the Issuer consummates a transaction resulting in its stockholders being able to exchange their shares for cash, securities or other property with a per share value ("Qualifying Value") of at least $15.00; and (ii) one-half of which will be released from such escrow if (a) the VWAP for at least 20 of any 30 consecutive trading days following the Closing Date is at least $17.50 or (b) the Issuer consummates a transaction with a Qualifying Value of at least $17.50. Any shares not eligible to be released within five years of the Closing Date will be forfeited and canceled (the "Reporting Person's Escrowed Earn-Out Shares"). Represents 19,856 shares of the Issuer's Class B Common Stock held in escrow over which the Reporting Person, as representative of the Old Skillz stockholders, has voting control but no pecuniary interest. Includes the Reporting Person's Escrowed Earn-Out Shares. See Exhibit 24.1 - Power of Attorney /s/ Charlotte Edelman, Attorney-in-Fact 2020-12-18 EX-24.1 2 tm2038895d4_ex24-1.htm EXHIBIT 24.1

Exhibit 24.1

POWER OF ATTORNEY

The undersigned constitutes and appoints Charlotte Edelman as the undersigned’s true and lawful attorney-in-fact and agent for the undersigned and in the undersigned’s name, place and stead, to:

1. prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorney-in-fact and agent full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof; and

2. sign any and all SEC statements of beneficial ownership of securities of the undersigned relating to Skillz Inc. (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company, and any stock exchange on which any of the Company’s securities are listed, granting unto said attorney-in-fact and agent full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

A copy of this power of attorney shall be filed with the SEC. The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorney-in-fact.

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorney-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC.

Dated: December 9, 2020

	By:	/s/ Andrew Paradise
		Name: Andrew Paradise