4//SEC Filing
Duncan Arne 4
Accession 0001738487-21-000002
CIK 0001725579other
Filed
Apr 7, 8:00 PM ET
Accepted
Apr 8, 9:23 PM ET
Size
19.9 KB
Accession
0001738487-21-000002
Insider Transaction Report
Form 4
Duncan Arne
Director
Transactions
- Disposition from Tender
Class A Common Stock
2021-04-06$22.50/sh−333,008$7,492,680→ 0 total - Tax Payment
Class A Common Stock
2021-04-06−102,120→ 51,059 total - Disposition from Tender
Class A Common Stock
2021-04-06$22.50/sh−11,632$261,720→ 0 total - Exercise/Conversion
Class A Common Stock
2021-04-06+333,008→ 333,008 total - Exercise/Conversion
Class A Common Stock
2021-04-06$15.00/sh+153,179$2,297,685→ 153,179 total - Disposition from Tender
Class A Common Stock
2021-04-06$22.50/sh−51,059$1,148,828→ 0 total - Disposition from Tender
Class A Common Stock
2021-04-06$22.50/sh−25,240$567,900→ 11,632 total - Exercise/Conversion
Class B Common Stock
2021-04-06−333,008→ 0 total→ Class A Common Stock (333,008 underlying) - Exercise/Conversion
Employee Stock Option (right to buy)
2021-04-06−153,179→ 0 totalExercise: $15.00Exp: 2028-05-17→ Class A Common Stock (153,179 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 0001738487
Filing Metadata
- Form type
- 4
- Filed
- Apr 7, 8:00 PM ET
- Accepted
- Apr 8, 9:23 PM ET
- Size
- 19.9 KB