Filing Details
- Accession Number:
- 0001193125-20-038141
- Form Type:
- 13G Filing
- Publication Date:
- 2020-02-14 16:02:39
- Filed By:
- Iconiq Strategic Partners, L.p.
- Company:
- Pluralsight Inc. (NASDAQ:PS)
- Filing Date:
- 2020-02-14
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| ICONIQ Strategic Partners | 0 | 0 | 0 | 0 | 0 | 0.0% |
| ICONIQ Strategic Partners-B | 0 | 0 | 0 | 0 | 0 | 0.0% |
| ICONIQ Strategic Partners Co-Invest | 0 | 0 | 0 | 0 | 0 | 0.0% |
| ICONIQ Strategic Partners Co-Invest | 0 | 0 | 0 | 0 | 0 | 0.0% |
| ICONIQ Strategic Partners GP | 0 | 0 | 0 | 0 | 0 | 0.0% |
| ICONIQ Strategic Partners TT GP, Ltd | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Divesh Makan | 95,565 | 0 | 95,565 | 0 | 95,565 | Less than 0.1% |
| William J.G. Griffith | 147,135 | 0 | 147,135 | 0 | 147,135 | Less than 0.1% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PLURALSIGHT, INC.
(Name of Issuer)
Class A Common Stock, $0.0001
(Title of Class of Securities)
72941B106
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 72941B106 | SCHEDULE 13G/A | Page 2 of 14 Pages |
| 1. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ICONIQ Strategic Partners, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
-0- | ||||
| 6. | SHARED VOTING POWER
-0- | |||||
| 7. | SOLE DISPOSITIVE POWER
-0- | |||||
| 8. | SHARED DISPOSITIVE POWER
-0- | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 72941B106 | SCHEDULE 13G/A | Page 3 of 14 Pages |
| 1. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ICONIQ Strategic Partners-B, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
-0- | ||||
| 6. | SHARED VOTING POWER
-0- | |||||
| 7. | SOLE DISPOSITIVE POWER
-0- | |||||
| 8. | SHARED DISPOSITIVE POWER
-0- | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |||||
| 12. | TYPE OF REPORTING PERSON*
PN | |||||
| CUSIP No. 72941B106 | SCHEDULE 13G/A | Page 4 of 14 Pages |
| 1. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ICONIQ Strategic Partners Co-Invest, L.P. (Series PS2) | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
-0- | ||||
| 6. | SHARED VOTING POWER
-0- | |||||
| 7. | SOLE DISPOSITIVE POWER
-0- | |||||
| 8. | SHARED DISPOSITIVE POWER
-0- | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |||||
| 12. | TYPE OF REPORTING PERSON*
PN | |||||
| CUSIP No. 72941B106 | SCHEDULE 13G/A | Page 5 of 14 Pages |
| 13. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ICONIQ Strategic Partners Co-Invest, L.P., Series PS | |||||
| 14. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 15. | SEC USE ONLY
| |||||
| 16. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 17. | SOLE VOTING POWER
-0- | ||||
| 18. | SHARED VOTING POWER
-0- | |||||
| 19. | SOLE DISPOSITIVE POWER
-0- | |||||
| 20. | SHARED DISPOSITIVE POWER
-0- | |||||
| 21. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- | |||||
| 22. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 23. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |||||
| 24. | TYPE OF REPORTING PERSON*
PN | |||||
| CUSIP No. 72941B106 | SCHEDULE 13G/A | Page 6 of 14 Pages |
| 1. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ICONIQ Strategic Partners GP, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
-0- | ||||
| 6. | SHARED VOTING POWER
-0- | |||||
| 7. | SOLE DISPOSITIVE POWER
-0- | |||||
| 8. | SHARED DISPOSITIVE POWER
-0- | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |||||
| 12. | TYPE OF REPORTING PERSON*
PN | |||||
| CUSIP No. 72941B106 | SCHEDULE 13G/A | Page 7 of 14 Pages |
| 1. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ICONIQ Strategic Partners TT GP, Ltd. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
-0- | ||||
| 6. | SHARED VOTING POWER
-0- | |||||
| 7. | SOLE DISPOSITIVE POWER
-0- | |||||
| 8. | SHARED DISPOSITIVE POWER
-0- | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |||||
| 12. | TYPE OF REPORTING PERSON*
CO | |||||
| CUSIP No. 72941B106 | SCHEDULE 13G/A | Page 8 of 14 Pages |
| 1. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Divesh Makan | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
95,565 | ||||
| 6. | SHARED VOTING POWER
-0- | |||||
| 7. | SOLE DISPOSITIVE POWER
95,565 | |||||
| 8. | SHARED DISPOSITIVE POWER
-0- | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95,565 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%(1) | |||||
| 12. | TYPE OF REPORTING PERSON*
IN | |||||
| (1) | The percent of class is calculated based on 101,791,676 shares of Class A Common Stock outstanding as of October 28, 2019 as set forth in the Companys Form 10-Q filed with the U.S. Securities and Exchange Commission on October 30, 2019. |
| CUSIP No. 72941B106 | SCHEDULE 13G/A | Page 9 of 14 Pages |
| 1. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William J.G. Griffith | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
147,135 | ||||
| 6. | SHARED VOTING POWER
-0- | |||||
| 7. | SOLE DISPOSITIVE POWER
147,135 | |||||
| 8. | SHARED DISPOSITIVE POWER
-0- | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
147,135 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%(1) | |||||
| 12. | TYPE OF REPORTING PERSON*
IN | |||||
| CUSIP No. 72941B106 | SCHEDULE 13G/A | Page 10 of 14 Pages |
| Item 1(a). | Name of Issuer |
The name of the issuer to which this filing on Schedule 13G relates is Pluralsight, Inc. (the Company).
| Item 1(b). | Address of Issuers Principal Executive Offices |
The principal executive offices of the Company are located at 182 North Union Avenue, Farmington, Utah 84025.
| Item 2(a). | Name of Person Filing |
This Statement is being filed on behalf of by the following persons: ICONIQ Strategic Partners, L.P. (ISP), ICONIQ Strategic Partners-B, L.P. (ISP-B), ICONIQ Strategic Partners Co-Invest, L.P. (Series PS2) (ISP Co-Invest PS2), ICONIQ Strategic Partners GP, L.P. (ICONIQ GP), ICONIQ Strategic Partners TT GP, Ltd. (ICONIQ Parent GP), Divesh Makan (Mr. Makan), William J.G. Griffith (Mr. Griffith), and ICONIQ Strategic Partners Co-Invest L.P., Series PS (ISP Co-Invest PS).
ICONIQ GP is the general partner of each of ISP, ISP-B, ISP Co-Invest PS2 and ISP Co-Invest PS. ICONIQ Parent GP is the general partner of ICONIQ GP. Mr. Makan and Mr. Griffith are the sole equity holders and directors of ICONIQ Parent GP. ISP is the sole member of ISP Main Fund PS LLC, a Delaware limited liability company.
ISP, ISP-B, ISP Co-Invest PS2, ISP Co-Invest PS, ICONIQ GP, ICONIQ Parent GP, Mr. Makan, and Mr. Griffith are sometimes individually referred to herein as a Reporting Person and collectively as the Reporting Persons.
| Item 2(b). | Address of Principal Business Office or, if none, Residence |
The principal business address of each Reporting Person is c/o ICONIQ Strategic Partners, 394 Pacific Avenue, 2nd Floor, San Francisco, CA 94111.
| Item 2(c). | Citizenship |
Each of ISP, ISP-B and ICONIQ GP is a Cayman Island limited partnership. ICONIQ Parent GP is a Cayman Island company. Each of ISP Co-Invest PS2 and ISP Co-Invest PS is a Delaware limited partnership. Each of Mr. Makan and Mr. Griffith is a citizen of the United States of America.
| Item 2(d). | Title of Class of Securities |
The class of equity securities of the Company to which this filing on Schedule 13G relates is Class A Common Stock, par value $0.0001 (Class A Common Stock).
| Item 2(e). | CUSIP Number |
The CUSIP number of the Companys Class A Common Stock is 72941B106.
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable. |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c). | ||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
| CUSIP No. 72941B106 | SCHEDULE 13G/A | Page 11 of 14 Pages |
| (e) | ☐ | An investment adviser in accordance with §13d-1(b)(1)(ii)(E). | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | ||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||
| (j) | ☐ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). | ||
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | ||
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
| Item 4. | Ownership |
| Item 4(a). | Amount beneficially owned |
Mr. Makan is an equityholder and director of ICONIQ Parent GP and may be deemed to beneficially own 95,565 shares of Class A Common Stock.
Mr. Griffith is an equityholder and director of ICONIQ Parent GP and may be deemed to beneficially own 147,135 shares of Class A Common Stock.
| Item 4(b). | Percent of Class |
As of the date hereof, each of Mr. Makan and Mr. Griffith has less than 0.1% beneficial ownership of shares of Class A Common Stock.
The percent of class is calculated based on 101,791,676 shares of Class A Common Stock outstanding as of October 28, 2019 as set forth in the Companys Form 10-Q filed with the U.S. Securities and Exchange Commission on October 30, 2019.
| Item 4(c). | Number of shares as to which the person has: |
| Number of Shares of Class A Common Stock | ||||||||||||||||
| Reporting Person | (i) | (ii) | (iii) | (iv) | ||||||||||||
| ISP | -0- | -0- | -0- | -0- | ||||||||||||
| ISP-B | -0- | -0- | -0- | -0- | ||||||||||||
| ISP Co-Invest PS2 | -0- | -0- | -0- | -0- | ||||||||||||
| ISP Co-Invest PS | -0- | -0- | -0- | -0- | ||||||||||||
| ICONIQ GP | -0- | -0- | -0- | -0- | ||||||||||||
| ICONIQ Parent GP | -0- | -0- | -0- | -0- | ||||||||||||
| Mr. Makan | 95,565 | -0- | 95,565 | -0- | ||||||||||||
| Mr. Griffith | 147,135 | -0- | 147,135 | -0- | ||||||||||||
| (i) | Sole power to vote or direct the vote |
| (ii) | Shared power to vote or to direct the vote |
| (iii) | Sole power to dispose or to direct the disposition of |
| (iv) | Shared power to dispose or to direct the disposition of |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☒.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable.
| CUSIP No. 72941B106 | SCHEDULE 13G/A | Page 12 of 14 Pages |
| Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certification |
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 72941B106 | SCHEDULE 13G/A | Page 13 of 14 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2020
| ICONIQ Strategic Partners, L.P. | ||
| By: ICONIQ Strategic Partners GP, L.P., its General Partner | ||
| By: ICONIQ Strategic Partners TT GP, Ltd., its General Partner | ||
| By: | /s/ Kevin Foster | |
| Name: Kevin Foster | ||
| Title: Senior Vice President | ||
| ICONIQ Strategic Partners-B, L.P. | ||
| By: ICONIQ Strategic Partners GP, L.P., its General Partner | ||
| By: ICONIQ Strategic Partners TT GP, Ltd., its General Partner | ||
| By: | /s/ Kevin Foster | |
| Name: Kevin Foster | ||
| Title: Senior Vice President | ||
| ICONIQ Strategic Partners Co-Invest, L.P. (Series PS2) | ||
| By: ICONIQ Strategic Partners GP, L.P., its General Partner | ||
| By: ICONIQ Strategic Partners TT GP, Ltd., its General Partner | ||
| By: | /s/ Kevin Foster | |
| Name: Kevin Foster | ||
| Title: Senior Vice President | ||
| ICONIQ Strategic Partners Co-Invest, L.P., Series PS | ||
| By: ICONIQ Strategic Partners GP, L.P., its General Partner | ||
| By: ICONIQ Strategic Partners TT GP, Ltd., its General Partner | ||
| By: | /s/ Kevin Foster | |
| Name: Kevin Foster | ||
| Title: Senior Vice President | ||
| CUSIP No. 72941B106 | SCHEDULE 13G/A | Page 14 of 14 Pages |
| ICONIQ Strategic Partners, GP, L.P. | ||
| By: ICONIQ Strategic Partners TT GP, Ltd., its General Partner | ||
| By: | /s/ Kevin Foster | |
| Name: Kevin Foster | ||
| Title: Senior Vice President | ||
| ICONIQ Strategic Partners TT GP, Ltd. | ||
| By: | /s/ Kevin Foster | |
| Name: Kevin Foster | ||
| Title: Senior Vice President | ||
| Divesh Makan | ||
| /s/ Divesh Makan | ||
| William J.G. Griffith | ||
| /s/ William J.G. Griffith | ||