0001567619-19-006531.txt : 20190308 0001567619-19-006531.hdr.sgml : 20190308 20190308210715 ACCESSION NUMBER: 0001567619-19-006531 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20190306 FILED AS OF DATE: 20190308 DATE AS OF CHANGE: 20190308 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners VII, L.P. CENTRAL INDEX KEY: 0001508854 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38498 FILM NUMBER: 19670671 BUSINESS ADDRESS: STREET 1: INSIGHT VENTURE ASSOCIATES VII, L.P. STREET 2: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 2122309200 MAIL ADDRESS: STREET 1: INSIGHT VENTURE ASSOCIATES VII, L.P. STREET 2: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners VII (Co-Investors), L.P. CENTRAL INDEX KEY: 0001519801 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38498 FILM NUMBER: 19670672 BUSINESS ADDRESS: STREET 1: INSIGHT VENTURE ASSOCIATES VII, L.P., STREET 2: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 2122309200 MAIL ADDRESS: STREET 1: INSIGHT VENTURE ASSOCIATES VII, L.P., STREET 2: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Associates Coinvestment II, L.P. CENTRAL INDEX KEY: 0001545166 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38498 FILM NUMBER: 19670673 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212 230 9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Associates VII, Ltd. CENTRAL INDEX KEY: 0001545169 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38498 FILM NUMBER: 19670674 BUSINESS ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212 230 9200 MAIL ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Associates VII, L.P. CENTRAL INDEX KEY: 0001545168 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38498 FILM NUMBER: 19670675 BUSINESS ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212 230 9200 MAIL ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: IVP CIF II (PS Splitter), L.P. CENTRAL INDEX KEY: 0001740925 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38498 FILM NUMBER: 19670676 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners (Delaware) VII, L.P. CENTRAL INDEX KEY: 0001545170 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38498 FILM NUMBER: 19670677 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212 230 9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners (Cayman) VII, L.P. CENTRAL INDEX KEY: 0001508855 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38498 FILM NUMBER: 19670678 BUSINESS ADDRESS: STREET 1: INSIGHT VENTURE ASSOCIATES VII, L.P. STREET 2: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 2122309200 MAIL ADDRESS: STREET 1: INSIGHT VENTURE ASSOCIATES VII, L.P. STREET 2: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Holdings Group, LLC CENTRAL INDEX KEY: 0001305473 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38498 FILM NUMBER: 19670679 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 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 doc1.xml FORM 4 X0306 4 2019-03-06 0 0001725579 Pluralsight, Inc. PS 0001305473 Insight Holdings Group, LLC C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001508855 Insight Venture Partners (Cayman) VII, L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001545170 Insight Venture Partners (Delaware) VII, L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001740925 IVP CIF II (PS Splitter), L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001545168 Insight Venture Associates VII, L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001545169 Insight Venture Associates VII, Ltd. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001545166 Insight Venture Associates Coinvestment II, L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001519801 Insight Venture Partners VII (Co-Investors), L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001508854 Insight Venture Partners VII, L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 Class A Common Stock 8778306 I See footnote Class A Common Stock 1261465 I See footnote Class A Common Stock 2019-03-06 4 C 0 12356718 A 12356718 I See footnote Class A Common Stock 2019-03-06 4 C 0 285728 A 285728 I See footnote Class B Common Stock 2019-03-06 4 C 0 19785638 D Class A Common Stock 19785638 12142265 I See footnote See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 This Form 4 is the first of two Forms 4 filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons. This first Form 4 should be read in conjunction with the second Form 4 filed by the Designated Filer, Insight Holdings Group, LLC on the date hereof. Exhibit List ------------ Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Signatures Exhibit 99.3 - Joint Filer Information Insight Holdings Group, LLC, By: Blair Flicker, Attorney-in-Fact, /s/ Blair Flicker 2019-03-08 EX-99.1 2 i28476042a.htm EXPLANATION OF RESPONSES
EXPLANATION OF RESPONSES
(1)
Held directly by Insight Venture Partners (Cayman) VII, L.P.
(2)
Held directly by Insight Venture Partners (Delaware) VII, L.P.
(3)
On March 6, 2019, IVP CIF II (PS Splitter), L.P. (“Splitter”) exchanged 19,785,638 shares of the Issuer’s Class B common stock and a corresponding number of LLC Units (as defined in footnote 6 below) on a one-for-one basis for an equivalent number of shares of the Issuer’s Class A common stock pursuant to the conversion mechanic described in footnote 6 below (the “Exchange”).  No shares of common stock of the Issuer were sold by the Reporting Person in connection with the Exchange.
Immediately following the Exchange, Splitter distributed the 19,785,638 shares of the Issuer’s Class A common stock to its limited partners, Insight Venture Partners VII, L.P., Insight Venture Partners VII (Co-Investors), L.P. and IVP CIF II (AIP A), L.P., on a pro rata basis in accordance with their respective ownership interests as determined in accordance with the limited partnership agreement of Splitter (the “Distribution”).  Insight Venture Partners VII, L.P., Insight Venture Partners VII (Co-Investors), L.P. and IVP CIF II (AIP A), L.P. did not furnish any consideration in exchange for the shares received pursuant to the Distribution.
All of the foregoing shares of the Issuer’s Class A common stock are subject to a lock-up agreement entered into in connection with the public offering of common stock and concurrent convertible notes offering described in the Issuer’s Registration Statement on Form S-1 initially filed with the Securities and Exchange Commission on March 4, 2019.  The terms of the lock-up agreement permit the Exchange and the Distribution, and the shares of the Issuer’s Class A common stock issued as a result of the Exchange are subject to the terms of the lock-up agreement.
(4)
Held directly by Insight Venture Partners VII, L.P.
(5)
Held directly by Insight Venture Partners VII (Co-Investors), L.P.
(6)
One share of the Issuer's 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 of its Class A common stock. 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 convertible into one share of Class A common stock at the option of the holder and has no expiration date.
(7)
This report is the first of two filings made on this 8th day of March, 2019, to report transactions that occurred on March 6, 2019.  The amounts reflected in columns (5), (7) and (9) represent the number of derivative securities disposed of, the number of securities underlying the derivative securities and the number of securities beneficially owned following the transactions reported across both filings.
(8)
Held directly by IVP CIF II (PS Splitter), L.P.
EX-99.2 3 i28476042b.htm JOINT FILERS' SIGNATURES
JOINT FILERS’ SIGNATURES
INSIGHT HOLDINGS GROUP, LLC
  
   
   
By:
/s/ Blair Flicker                                                  
Date:  March 8, 2019
Name:
Blair Flicker
  
Title:
Attorney-in-Fact
  
     
     
INSIGHT VENTURE PARTNERS (CAYMAN) VII, L.P.
  
By:
Insight Venture Associates VII, L.P., its general partner
  
By:
Insight Venture Associates VII, Ltd., its general partner
  
     
     
By:
/s/ Blair Flicker                                                  
Date:  March 8, 2019
Name:
Blair Flicker
  
Title:
Vice President
  
     
     
INSIGHT VENTURE PARTNERS (DELAWARE) VII, L.P
  
By:
Insight Venture Associates VII, L.P., its general partner
  
By
Insight Venture Associates VII, Ltd., its general partner
  
     
     
By:
/s/ Blair Flicker                                                  
 Date:  March 8, 2019
Name:
Blair Flicker
  
Title:
Vice President
  
     
     
IVP CIF II (PS SPLITTER), L.P.
  
By:
Insight Venture Associates Coinvestment II, L.P., its general partner
  
     
     
By:
/s/ Blair Flicker                                                  
 Date:  March 8, 2019
Name:
Blair Flicker
  
Title:
Vice President
  
     
     
INSIGHT VENTURE ASSOCIATES VII, L.P.
  
By:
Insight Venture Associates VII, Ltd., its general partner
  
     
     
By:
/s/ Blair Flicker                                                  
 Date:  March 8, 2019
Name:
Blair Flicker
  
Title:
Vice President
  
     




     
INSIGHT VENTURE ASSOCIATES VII, LTD.
  
     
     
By:
/s/ Blair Flicker                                                   
 Date:  March 8, 2019
Name:
Blair Flicker
  
Title:
Vice President
  
     
     
INSIGHT VENTURE ASSOCIATES COINVESTMENT II, L.P.
  
     
     
By:
/s/ Blair Flicker                                                  
 Date:  March 8, 2019
Name:
Blair Flicker
  
Title:
Authorized Officer
  
     
     
INSIGHT VENTURE PARTNERS VII (CO-INVESTORS), L.P
  
By:
 Insight Venture Associates VII, L.P., its general partner
 
By:
 Insight Venture Associates VII, Ltd., its general partner  
     
     
By:
/s/ Blair Flicker                                                  
 Date:  March 8, 2019
Name:
Blair Flicker
  
Title:
Vice President
  
     
     
INSIGHT VENTURE PARTNERS VII, L.P.
  
By: Insight Venture Associates VII, L.P., its general partner  
By: Insight Venture Associates VII, Ltd., its general partner  
     
     
By:
/s/ Blair Flicker                                                  
 Date:  March 8, 2019
Name:
Blair Flicker
  
Title:
Vice President
  
     

EX-99.3 4 i28476042c.htm JOINT FILER INFORMATION
JOINT FILER INFORMATION

8,778,306 shares of Class A common stock are held of record by Insight Venture Partners (Cayman) VII, L.P. (“IVP Cayman VII”), 1,261,465 shares of Class A common stock are held of record by Insight Venture Partners (Delaware) VII, L.P. (“IVP Delaware VII”),  12,356,718 shares of Class A common stock are held by Insight Venture Partners VII, L.P. (“IVP VII”), 285,728 shares of Class A common stock are held of record by Insight Venture Partners VII (Co-Investors), L.P. (“IVP VII Co-Investors” and, together with IVP Cayman VII, IVP Delaware VII and IVP VII, the “IVP VII Funds”). 2,678,788 shares of Class A common stock are held of record by IVP CIF II (AIP B), L.P. (“IVP AIP B”), 7,143,192 shares of Class A common stock are held of record by IVP CIF II (AIP A), L.P. (“IVP AIP A”) and 12,142,265 shares of Class B common stock are held of record by IVP CIF II (PS Splitter), L.P. (“Splitter”, together with IVP AIP B and IVP AIP A, the “IVP CIF Funds”).  The IVP CIF Funds, together with the IVP VII Funds, are referred to as the “IVP Funds”.

The amount listed as owned by each IVP VII Fund may be deemed to be attributable to the other IVP VII Funds, Insight Venture Associates VII, L.P. (“IVA VII”), Insight Venture Associates VII, Ltd. (“IVA VII Ltd”) and Insight Holdings Group, LLC (“Holdings”) because Holdings is the sole shareholder of IVA VII Ltd, which in turn is the general partner of IVA VII, which in turn is the general partner of each of the IVP VII Funds.  The amount listed as owned by each IVP CIF Fund may be deemed to be attributable to the other IVP CIF Funds, Insight Venture Associates Coinvestment II, L.P. (“IVA Coinvestment II”) and Holdings because Holdings is the sole shareholder of IVA Coinvestment II, which in turn is the general partner of each of the IVP CIF Funds.

Each of Jeffrey Horing, Deven Parekh, Peter Sobiloff, Michael Triplett and Jeffrey Lieberman is a member of the board of managers of Holdings and as such shares voting and dispositive power over the shares held of record by the IVP Funds. The foregoing is not an admission by IVA VII, IVA VII Ltd, IVA Coinvestment II or Holdings that it is the beneficial owner of the shares held of record by the IVP Funds. Each of Messrs. Horing, Parekh, Sobiloff, Triplett and Lieberman disclaims beneficial ownership of the shares held by the IVP Funds, except to the extent of his pecuniary interest therein.

The address of each of the entities and persons identified in this Exhibit 99.3 is c/o Insight Venture Partners, 1114 Avenue of the Americas, 36th Floor, New York, New York 10036.