4//SEC Filing
Budge James 4
Accession 0001338176-21-000014
CIK 0001725579other
Filed
Apr 7, 8:00 PM ET
Accepted
Apr 8, 9:14 PM ET
Size
20.2 KB
Accession
0001338176-21-000014
Insider Transaction Report
Form 4
Budge James
Chief Financial Officer
Transactions
- Disposition from Tender
Class A Common Stock
2021-04-06$22.50/sh−150,080$3,376,800→ 0 total - Disposition from Tender
Employee Stock Option (right to buy)
2021-04-06−537,503→ 0 totalExercise: $15.00Exp: 2028-05-17→ Class A Common Stock (537,503 underlying) - Disposition from Tender
Class A Common Stock
2021-04-06−74,545→ 53,106 total - Disposition from Tender
Class A Common Stock
2021-04-06−53,106→ 0 total - Exercise/Conversion
Class B Common Stock
2021-04-06−150,080→ 66,423 total→ Class A Common Stock (150,080 underlying) - Disposition from Tender
Class A Common Stock
2021-04-06$22.50/sh−51,220$1,152,450→ 127,651 total - Disposition from Tender
Class B Common Stock
2021-04-06−66,423→ 0 total→ Class A Common Stock (66,423 underlying) - Exercise/Conversion
Class A Common Stock
2021-04-06+150,080→ 150,080 total
Footnotes (6)
- [F1]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).
- [F2]Includes balance of 74,545 unvested restricted share units ("RSUs") which vest quarterly through January 1, 2024 and subject to the Reporting Person's continued service through each vesting date. In connection with the Offer, the unvested RSUs were cancelled and converted into the contingent right to receive a cash payment of $1,677,263, which represents $22.50 for each outstanding unvested unit, which will vest and be payable at the same time as the unvested RSUs for which such cash amount was exchanged would have vested pursuant to its terms.
- [F3]Includes 53,106 shares of unvested RSUs awarded upon the achievement of certain performance metrics that will vest annually, in two equal installments, through January 1, 2023. In connection with the Offer, the unvested RSUs were cancelled and converted into the contingent right to receive a cash payment of $1,194,885, which represents $22.50 for each outstanding unvested unit, which will vest and be payable at the same time as the unvested RSUs for which such cash amount was exchanged would have vested pursuant to its terms.
- [F4]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.
- [F5]Includes 66,423 shares of Class B Common Stock issued for each unvested incentive LLC Unit and subject to a right of repurchase in favor of Pluralsight, which will vest on April 17, 2021. In connection with the Offer, the shares of Class B Common Stock and corresponding incentive LLC Units were cancelled and converted into the contingent right to receive a cash payment of $1,494,518, which represents $22.50 for each outstanding unvested unit, which will vest and be payable at the same time as the unvested incentive LLC Units for which such cash amount was exchanged would have vested pursuant to their terms.
- [F6]Includes 537,503 shares subject to the option vest in four equal semiannual installments beginning on November 17, 2018. In connection with the Offer, the options were cancelled and converted into a cash payment of $4,031,273, which represents $22.50 for each share of Class A Common Stock subject the options minus the exercise price per share of $15.00, payable in connection with the consummation of the Offer.
Documents
Issuer
Pluralsight, Inc.
CIK 0001725579
Entity typeother
Related Parties
1- filerCIK 0001338176
Filing Metadata
- Form type
- 4
- Filed
- Apr 7, 8:00 PM ET
- Accepted
- Apr 8, 9:14 PM ET
- Size
- 20.2 KB