0001725579-21-000019.txt : 20210408 0001725579-21-000019.hdr.sgml : 20210408 20210408214257 ACCESSION NUMBER: 0001725579-21-000019 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: MAUDLIN TIMOTHY I CENTRAL INDEX KEY: 0001115047 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38498 FILM NUMBER: 21816306 MAIL ADDRESS: STREET 1: 18739 VOGEL FARM TRAIL CITY: EDEN PRAIRIE STATE: MN ZIP: 55347 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_161793256227276.xml FORM 4 X0306 4 2021-04-06 1 0001725579 Pluralsight, Inc. PS 0001115047 MAUDLIN TIMOTHY I C/O PLURALSIGHT, INC. 42 FUTURE WAY DRAPER UT 84020 1 0 0 0 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 67255 0 A 67255 D Class A Common Stock 2021-04-06 4 U 0 67255 22.50 D 0 D Class A Common Stock 2021-04-06 4 M 0 80721 15 A 80721 D Class A Common Stock 2021-04-06 4 F 0 53814 0 D 26907 D Class A Common Stock 2021-04-06 4 U 0 26907 22.50 D 0 D Class A Common Stock 2021-04-06 4 M 0 79583 0 A 79583 I See footnote Class A Common Stock 2021-04-06 4 U 0 79583 22.50 D 0 I See footnote Class A Common Stock 2021-04-06 4 M 0 59582 0 A 59582 I See footnote Class A Common Stock 2021-04-06 4 U 0 59582 22.50 D 0 I See footnote Class A Common Stock 2021-04-06 4 M 0 20000 0 A 20000 I See footnote Class A Common Stock 2021-04-06 4 U 0 20000 22.20 D 0 I See footnote Class A Common Stock 2021-04-06 4 M 0 19168 0 A 19168 I See footnote Class A Common Stock 2021-04-06 4 U 0 19168 22.50 D 0 I See footnote Class B Common Stock 2021-03-12 5 G 0 E 27000 0 D Class A Common Stock 27000.0 67255 D Class B Common Stock 2021-04-06 4 M 0 67255 0 D Class A Common Stock 67255.0 0 D Employee Stock Option (right to buy) 15.0 2021-04-06 4 M 0 80721 0 D 2028-05-17 Class A Common Stock 80721.0 0 D Class B Common Stock 2021-04-06 4 M 0 79583 0 D Class A Common Stock 79583.0 0 I See footnote Class B Common Stock 2021-04-06 4 M 0 59582 0 D Class A Common Stock 59582.0 0 I See footnote Class B Common Stock 2021-04-06 4 M 0 20000 0 D Class A Common Stock 20000.0 0 I See footnote Class B Common Stock 2021-04-06 4 M 0 19168 0 D Class A Common Stock 19168.0 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 the Janice K. Maudlin Revocable Trust, of which the reporting person's spouse is a trustee. The shares are held of record by the Timothy I. Maudlin Revocable Trust, of which the Reporting Person is a trustee. The shares are held of record by the Timothy I. Maudlin 2020 Trust, of which the Reporting Person is a trustee. The shares are held of record by the Timothy I. Maudlin 2019 Trust, of which the Reporting Person is a trustee. 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