SEC Form 4 · accession 0000899243-19-003528
Pluralsight, Inc. · PS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
ICONIQ Strategic Partners, L.P.
10% Owner
William J.G. Griffith
10% Owner
Divesh Makan
10% Owner
ICONIQ Strategic Partners GP, L.P.
10% Owner
Period of report
Feb 11, 2019
Accepted (ET)
Feb 13, 2019 · 8:50 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001725579
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Feb 11, 2019 | J | 2,503,249 | $0.00 | D | 0 | D | |
| Class A Common StockF3,F4 | Feb 11, 2019 | J | 1,668,832 | $0.00 | D | 887,709 | D | |
| Class A Common StockF5,F6 | Feb 11, 2019 | J | 1,413,628 | $0.00 | D | 706,813 | D | |
| Class A Common StockF7,F8 | Feb 11, 2019 | J | 418,843 | $0.00 | D | 536,929 | D | |
| Class A Common StockF9 | holding | — | — | — | 933,333 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On February 11, 2019, ISP Main Fund PS LLC ("ISP") ISP distributed, for no consideration, 2,503,249 shares of Class A Common Stock of the issuer to ICONIQ Strategic Partners, L.P. ("ICONIQ") and Divesh Makan ("Makan"), the sole equity holders of ISP. ICONIQ Strategic Partners GP, L.P. ("ICONIQ GP"), is the general partner of ICONIQ. ICONIQ Strategic Partners TT GP, Ltd. ("ICONIQ Parent GP") is the general partner of ICONIQ GP. Makan and William Griffith ("Griffith") are the sole equity holders and directors of ICONIQ Parent GP. Each of ICONIQ, ICONIQ GP, ICONIQ Parent GP, Makan and Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any.
- F2(Continued from Footnote 1) This report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
- F3On February 11, 2019, ICONIQ distributed, for no consideration, 1,668,832 shares of Class A Common Stock of the issuer to its limited partners and to ICONIQ GP, representing each such partner's pro rata interest in the shares held by ICONIQ. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
- F4ICONIQ is the direct owner of these securities. Each of ICONIQ GP, ICONIQ Parent GP, Makan and Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
- F5On February 11, 2019, ICONIQ Strategic Partners Co-Invest, L.P. (Series PS) ("ICONIQ CO PS") distributed, for no consideration, 1,413,628 shares of Class A Common Stock of the issuer to its limited partners and to ICONIQ GP, the general partner of ICONIQ CO PS, representing each such partner's pro rata interest in the shares held by ICONIQ CO PS. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
- F6ICONIQ CO PS is the direct owner of these securities. Each of ICONIQ GP, ICONIQ Parent GP, Makan and Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
- F7On February 11, 2019, ICONIQ Strategic Partners-B, L.P. ("ICONIQ B") distributed, for no consideration, 418,843 shares of Class A Common Stock of the issuer to its limited partners and to ICONIQ GP, the general partner of ICONIQ B, representing each such partner's pro rata interest in the shares held by ICONIQ B. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
- F8ICONIQ B is the direct owner of these securities. Each of ICONIQ GP, ICONIQ Parent GP, Makan and Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
- F9ICONIQ Strategic Partners Co-Invest, L.P. (Series PS2) ("ICONIQ CO PS2") is the direct owner of these securities. ICONIQ GP is the general partner of ICONIQ CO PS2. Each of ICONIQ GP, ICONIQ Parent GP, Makan and Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
Remarks
Exhibit 99.1 - Joint Filers' Names and Addresses