4//SEC Filing
Terrell Karenann K 4
Accession 0001366702-21-000004
CIK 0001725579other
Filed
Apr 7, 8:00 PM ET
Accepted
Apr 8, 9:50 PM ET
Size
20.0 KB
Accession
0001366702-21-000004
Insider Transaction Report
Form 4
Terrell Karenann K
Director
Transactions
- Exercise/Conversion
Class A Common Stock
2021-04-06+103,459→ 103,459 total - Tax Payment
Class A Common Stock
2021-04-06−87,951→ 43,975 total - Exercise/Conversion
Class A Common Stock
2021-04-06$15.00/sh+131,926$1,978,890→ 131,926 total - Disposition from Tender
Class A Common Stock
2021-04-06$22.50/sh−43,975$989,438→ 0 total - Exercise/Conversion
Employee Stock Option (right to buy)
2021-04-06−131,926→ 0 totalExercise: $15.00Exp: 2028-05-17→ Class A Common Stock (131,926 underlying) - Disposition from Tender
Class A Common Stock
2021-04-06$22.50/sh−25,240$567,900→ 11,632 total - Disposition from Tender
Class A Common Stock
2021-04-06$22.50/sh−11,632$261,720→ 0 total - Disposition from Tender
Class A Common Stock
2021-04-06$22.50/sh−103,459$2,327,828→ 0 total - Exercise/Conversion
Class B Common Stock
2021-04-06−103,459→ 0 total→ Class A Common Stock (103,459 underlying)
Footnotes (5)
- [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]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.
- [F3]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.
- [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]Shares subject to the option vest in four equal semiannual installments beginning on November 17, 2018.
Documents
Issuer
Pluralsight, Inc.
CIK 0001725579
Entity typeother
Related Parties
1- filerCIK 0001366702
Filing Metadata
- Form type
- 4
- Filed
- Apr 7, 8:00 PM ET
- Accepted
- Apr 8, 9:50 PM ET
- Size
- 20.0 KB