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Share Name | Share Symbol | Market | Type |
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Pluralsight Inc | NASDAQ:PS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 22.45 | 22.00 | 22.52 | 0 | 01:00:00 |
Title of Each Class of
Securities to be Registered
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Amount to be Registered(1)
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Proposed Maximum Offering Price Per Share
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Proposed Maximum Aggregate Offering Price
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Amount of
Registration Fee(2)
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Class A common stock, $0.0001 par value per share(3)
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13,467,660
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$19.50
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$262,619,370
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$34,088
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(1)
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Includes 1,756,651 shares of Class A common stock that the underwriters have an option to purchase.
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(2)
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Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended, or the Securities Act. Represents deferred payment of the registration fees in connection with the registrant’s Registration Statement on Form S-3ASR (Registration No. 333-239009) paid herewith.
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(3)
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The Class A common stock registered hereunder will be sold by the selling stockholders.
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11,711,009 Shares
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CLASS A COMMON STOCK
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The selling stockholders identified in this prospectus, including certain of our executive officers and directors, are offering 11,711,009 shares of Class A common stock. We will not receive any proceeds from the sale of shares by the selling stockholders.
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We have three classes of authorized common stock: The Class A common stock offered hereby, as well as Class B common stock and Class C common stock. The Class A common stock and Class B common stock have one vote per share. The Class C common stock has 10 votes per share. Immediately following the completion of this offering, Aaron Skonnard, our co-founder, Chief Executive Officer, and Chairman, personally and through associated entities, holds all of our issued and outstanding Class C common stock and holds approximately 50.3% of the combined voting power of our outstanding capital stock. As a result, Mr. Skonnard is able to control or significantly influence actions requiring the general approval of our stockholders, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and bylaws, and the approval of any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transactions.
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Our Class A common stock is listed on the Nasdaq Global Select Market under the symbol “PS.” On June 9, 2020, the last reported sale price of our Class A common stock on the Nasdaq Global Select Market was $20.03 per share.
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Investing in our Class A common stock involves risks. See the section titled “Risk Factors” beginning on page 14 of this prospectus and “Item 1A-Risk Factors” of our most recent reports on Form 10-K/A and Form 10-Q that are incorporated by reference in this prospectus before you invest in our securities.
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PRICE $19.50 A SHARE
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Price to Public
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Underwriting
Discounts and
Commissions(1)
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Proceeds, before expenses, to the Selling Stockholders
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Per Share
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$
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19.50
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$
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0.585
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$
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18.915
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Total
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$
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228,364,676
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$
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6,850,940
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$
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221,513,735
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(1) See the section titled “Underwriters” for a description of the compensation payable to the underwriters.
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The selling stockholders have granted the underwriters the right to purchase up to an additional 1,756,651 shares of Class A common stock at the public offering price less the underwriting discount.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the shares of Class A common stock to purchasers on or about June 12, 2020.
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MORGAN STANLEY
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Barclays
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BofA Securities
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SunTrust Robinson Humphrey
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June 9, 2020
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•
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Market adoption of cloud-based learning solutions is new and unproven and may not grow as we expect, which may harm our business and results of operations, and even if market demand increases, the demand for our platform may not increase.
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If we do not expand our course library effectively or develop new platform features that respond to constantly evolving technologies and the needs of our customers, our business and results of operations could be adversely affected.
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The market in which we participate is competitive, and if we do not compete effectively, our results of operations could be harmed.
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If we are unable to mitigate the risks associated with serving our business customers, while increasing sales of our platform subscriptions to these customers, our business, financial condition, and results of operations could suffer.
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Failure to effectively expand our sales and marketing capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our platform.
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If our business customers do not expand their use of our platform beyond their current organizational engagements or renew their existing contracts with us, our ability to grow our business and improve our results of operations may be adversely affected.
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•
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Our future performance partly depends on attracting and retaining authors and producing content that addresses our customers’ needs.
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Our quarterly and annual results of operations may be difficult to predict because they may vary significantly, and if we fail to meet the expectations of investors or securities analysts, our stock price and the value of your investment could decline.
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The impact of the COVID-19 pandemic has and may continue to materially adversely affect our stock price, business operations, and overall financial performance.
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Our principal asset is our interest in Pluralsight Holdings, and we are dependent upon Pluralsight Holdings and its consolidated subsidiaries for our results of operations, cash flows, and distributions, since we have no means to independently generate them.
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•
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Our ability to pay taxes and expenses, including payments under the Tax Receivable Agreement, or TRA, may be limited by our structure.
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We will be required to pay the TRA Members for certain tax benefits we may claim, and we expect that the payments we will be required to make will be substantial.
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The multi-class structure of our common stock has the effect of concentrating voting control with Aaron Skonnard, our co-founder, Chief Executive Officer, and Chairman; which limits or precludes your influence as a stockholder on corporate matters and may have a negative impact on the price of our Class A common stock.
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•
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The Fourth Limited Liability Agreement of Pluralsight Holdings was amended to, among other things, (i) appoint us as Pluralsight Holding’s sole managing member and (ii) effectuate the conversion of all outstanding membership units of Pluralsight Holdings, or the LLC Units, and reclassify all LLC Units as non-voting units;
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Certain members of Pluralsight Holdings that were corporations merged with and into Pluralsight, Inc. and certain members of Pluralsight Holdings contributed certain of their LLC Units to Pluralsight, Inc., in each case in exchange for shares of Class A common stock;
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The certificate of incorporation of Pluralsight, Inc. was amended and restated to authorize three classes of common stock, Class A common stock, Class B common stock, Class C common stock, and one class of preferred stock. Class B and Class C common stock were issued on a one-for-one basis to the members of Pluralsight Holdings who retained LLC Units, or the Continuing Members. Class B and Class C common stock have voting rights but no economic rights.
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Issuer
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Pluralsight, Inc.
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Class A common stock offered by the selling stockholders
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11,711,009 shares (3,762,984 shares of which represent shares of Class A common stock to be issued by us to our selling stockholders in exchange for an equal number of LLC Units and corresponding shares of our Class B common stock and Class C common stock, as applicable).
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Option to purchase additional shares
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The selling stockholders have granted the underwriters the option, exercisable for 30 days from the date of this prospectus to purchase up to 1,756,651 additional shares of our Class A common stock.
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Class A common stock outstanding after this offering
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109,222,685 shares of our Class A common stock (or 142,843,174 shares if all then outstanding exchangeable LLC Units (together with the same number of our Class B common stock and Class C common stock, as applicable) were exchanged for newly-issued shares of our Class A common stock on a one-for-one basis).
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Class B common stock outstanding after this offering
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20,533,013 shares
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Class C common stock to be outstanding after this offering
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13,087,476 shares
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Total common stock to be outstanding after this offering
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142,843,174 shares
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Voting power held by holders of Class A common stock after giving effect to this offering
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41.9%
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Voting power held by holders of Class B common stock after giving effect to this offering
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7.9%
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Voting power held by holders of Class C common stock after giving effect to this offering
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50.2%
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Use of proceeds
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The selling stockholders will receive all of the net proceeds from this offering and we will not receive any proceeds from the sale of shares of Class A common stock in this offering. See the section titled “Use of Proceeds.”
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Voting rights
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Each share of Class A common stock and Class B common stock entitles its holder to one vote on all matters to be voted on by stockholders generally.
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Each share of Class C common stock entitles its holder to 10 votes on all matters to be voted on by stockholders generally. Aaron Skonnard, our co-founder, Chief Executive Officer, and Chairman, personally and through his associated entities, holds all of our issued and outstanding Class C common stock and will hold approximately 50.3% of the combined voting power of our outstanding capital stock following this offering. As a result, he can control or significantly influence any action requiring the general approval of our stockholders, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and bylaws, and the approval of any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction. See the section titled “Selling Stockholders” for additional information.
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Tax Receivable Agreement
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Exchanges or redemptions of LLC Units for shares of our Class A common stock or, at our election, cash (which redemptions will be treated as exchanges for U.S. federal income tax purposes and for purposes of subsequent descriptions of the TRA in this prospectus) are expected to produce favorable tax attributes for us. These tax attributes would not be available to us in the absence of those transactions. We are a party to the TRA. Under the TRA, we generally expect to retain the benefit of 15% of the applicable tax savings after our payment obligations below are taken into account. Under the TRA, we generally will be required to pay to members of Pluralsight Holdings who did not exchange their limited liability company units of Pluralsight Holdings in the reorganization transactions entered into in connection with the IPO, or the TRA Members, 85% of the
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applicable savings, if any, in income tax that we realize, or in some circumstances are deemed to realize, as a result of (1) certain tax attributes that are created as a result of the exchanges of their LLC Units (calculated under certain assumptions), (2) tax benefits related to imputed interest, and (3) payments under the TRA. For purposes of calculating the income tax savings we realize, or are deemed to realize, under the TRA, we will calculate the income tax savings using the actual applicable U.S. federal income tax rate in effect for the applicable tax period and an assumed weighted-average state and local income tax rate. See the sections titled “Our Organizational Structure” and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement” in our Annual Report on Form 10-K/A filed on March 2, 2020 and our definitive proxy statement on Schedule 14A filed on March 18, 2020, respectively, for additional information.
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As a result of the exchanges made in connection with this offering, we may incur a TRA liability. We do not expect to record a TRA liability until the tax benefits associated with the exchanges are more-likely-than-not to be realized. We estimate the incremental TRA liability that could result from these exchanges will be a maximum of $19.2 million. See “Capitalization” for additional information regarding the assumptions underlying our estimated maximum TRA liability.
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Risk factors
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See the section titled “Risk Factors” in the prospectus and “Item 1A—Risk Factors” of our most recent reports on Form 10-K/A and Form 10-Q that are incorporated by reference in this prospectus and the other information included and incorporated by reference in this prospectus for a discussion of factors you should consider carefully before deciding to invest in our Class A common stock.
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Nasdaq trading symbol
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“PS”
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•
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4,293,126 shares of Class A common stock issuable upon the exercise of options outstanding as of March 31, 2020, with a weighted-average exercise price of $14.61 per share;
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•
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11,834,962 restricted stock units, or RSUs, of Pluralsight, Inc. that were outstanding as of March 31, 2020;
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531,774 RSUs that were granted after March 31, 2020;
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1,125,000 restricted share units of Pluralsight Holdings that were outstanding as of March 31, 2020;
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28,962,254 shares of our Class A common stock reserved for future issuance under our equity compensation plans as of March 31, 2020, consisting of:
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20,404,161 shares of Class A common stock reserved for future issuance under our 2018 Equity Incentive Plan, or our 2018 Plan, as of March 31, 2020, plus up to 3,541,714 shares of Class A common stock reserved for issuance under our 2017 Equity Incentive Plan, or 2017 Plan, upon vesting and settlement of RSUs that, on or after the date of this offering, expire, forfeit, or otherwise terminate or are withheld by us to cover tax withholding obligations, as well as any annual increases in the number of shares of Class A common stock reserved for future issuance under our 2018 Plan; and
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5,016,379 additional shares of Class A common stock, subject to increase on an annual basis, reserved for future issuance under our 2018 Employee Stock Purchase Plan, or our ESPP;
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20,533,013 shares of our Class A common stock issuable upon exchange for outstanding shares of our Class B common stock (together with the same number of LLC Units), which reflects 23,010,178 shares of Class B common stock outstanding as of March 31, 2020, adjusted for 2,477,165 shares of Class B common stock (together with the same number of LLC Units) exchanged in connection with this offering; and
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•
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13,087,476 shares of our Class A common stock issuable upon exchange for outstanding shares of our Class C common stock (together with the same number of LLC Units), which reflects 14,373,295 shares of our Class C common stock outstanding as of March 31, 2020, adjusted for 1,285,819 shares of Class C common stock (together with the same number of LLC Units) exchanged in connection with this offering.
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•
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no exercise of outstanding stock options subsequent to March 31, 2020;
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no vesting and settlement of outstanding RSUs subsequent to March 31, 2020;
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•
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no exchange of our Class B common stock or Class C common stock (together with the same number of LLC Units), for shares of Class A common stock on a one-for-one basis subsequent to March 31, 2020; and
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•
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no exercise by the underwriters of their option to purchase up to an additional 1,756,651 shares of Class A common stock from the selling stockholders in this offering.
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Year Ended December 31,
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Three Months Ended March 31,
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2015
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2016
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2017
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2018
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2019
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2019
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2020
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(in thousands, except per share amounts)
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Revenue
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$
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108,422
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$
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131,841
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$
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166,824
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$
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232,029
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$
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316,910
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$
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69,617
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$
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92,646
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Cost of revenue(1)(2)
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33,245
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40,161
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49,828
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62,615
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71,353
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16,712
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19,008
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Gross profit
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75,177
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91,680
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116,996
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169,414
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245,557
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52,905
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73,638
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Operating expenses(1)(2):
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Sales and marketing
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44,872
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51,234
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103,478
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158,409
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207,085
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44,171
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62,415
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Technology and content
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33,146
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36,159
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49,293
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69,289
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102,902
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20,271
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30,144
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General and administrative
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15,916
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18,130
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46,971
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78,418
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85,560
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22,191
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23,371
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Total operating expenses
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93,934
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105,523
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199,742
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306,116
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395,547
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86,633
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115,930
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Loss from operations
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(18,757
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)
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(13,843
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)
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(82,746
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)
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(136,702
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)
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(149,990
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)
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(33,728
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)
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(42,292
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)
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Other income (expense):
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Interest expense
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(7,399
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)
|
|
(6,320
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)
|
|
(11,665
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)
|
|
(6,826
|
)
|
|
(23,565
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)
|
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(1,678
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)
|
|
(7,149
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)
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Loss on debt extinguishment
|
—
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|
|
—
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|
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(1,882
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)
|
|
(4,085
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)
|
|
(950
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)
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|
—
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|
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—
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Other (expense) income, net
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(18
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)
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|
45
|
|
|
81
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|
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1,504
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|
|
11,749
|
|
|
1,676
|
|
|
2,170
|
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|||||||
Loss before income taxes
|
(26,174
|
)
|
|
(20,118
|
)
|
|
(96,212
|
)
|
|
(146,109
|
)
|
|
(162,756
|
)
|
|
(33,730
|
)
|
|
(47,271
|
)
|
|||||||
Provision for income taxes
|
(186
|
)
|
|
(494
|
)
|
|
(324
|
)
|
|
(664
|
)
|
|
(823
|
)
|
|
(154
|
)
|
|
(242
|
)
|
|||||||
Net loss
|
$
|
(26,360
|
)
|
|
$
|
(20,612
|
)
|
|
$
|
(96,536
|
)
|
|
$
|
(146,773
|
)
|
|
$
|
(163,579
|
)
|
|
$
|
(33,884
|
)
|
|
$
|
(47,513
|
)
|
Less: Net loss attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(49,660
|
)
|
|
(50,921
|
)
|
|
(14,809
|
)
|
|
(12,194
|
)
|
|||||||
Net loss attributable to Pluralsight, Inc.
|
$
|
(26,360
|
)
|
|
$
|
(20,612
|
)
|
|
$
|
(96,536
|
)
|
|
$
|
(97,113
|
)
|
|
$
|
(112,658
|
)
|
|
$
|
(19,075
|
)
|
|
$
|
(35,319
|
)
|
Less: Accretion of Series A redeemable convertible preferred units
|
(55,300
|
)
|
|
(6,325
|
)
|
|
(63,800
|
)
|
|
(176,275
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net loss attributable to common shares
|
$
|
(81,660
|
)
|
|
$
|
(26,937
|
)
|
|
$
|
(160,336
|
)
|
|
$
|
(273,388
|
)
|
|
$
|
(112,658
|
)
|
|
$
|
(19,075
|
)
|
|
$
|
(35,319
|
)
|
Net loss per share, basic and diluted(3)
|
|
|
|
|
|
|
$
|
(0.72
|
)
|
|
$
|
(1.19
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
(0.34
|
)
|
||||||
Weighted-average common shares used in computing basic and diluted net loss per share(3)
|
|
|
|
|
|
|
62,840
|
|
|
94,515
|
|
|
75,927
|
|
|
104,631
|
|
(1)
|
Includes equity-based compensation expense as follows:
|
|
Year Ended December 31,
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||||
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2019
|
|
2020
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
Cost of revenue
|
$
|
39
|
|
|
$
|
20
|
|
|
$
|
20
|
|
|
$
|
205
|
|
|
$
|
548
|
|
|
$
|
84
|
|
|
$
|
270
|
|
Sales and marketing
|
1,896
|
|
|
1,462
|
|
|
2,624
|
|
|
19,096
|
|
|
30,677
|
|
|
6,276
|
|
|
9,522
|
|
|||||||
Technology and content
|
2,203
|
|
|
2,050
|
|
|
1,966
|
|
|
12,038
|
|
|
21,430
|
|
|
3,710
|
|
|
6,336
|
|
|||||||
General and administrative
|
865
|
|
|
2,206
|
|
|
17,171
|
|
|
41,153
|
|
|
37,782
|
|
|
10,198
|
|
|
9,450
|
|
|||||||
Total equity-based compensation
|
$
|
5,003
|
|
|
$
|
5,738
|
|
|
$
|
21,781
|
|
|
$
|
72,492
|
|
|
$
|
90,437
|
|
|
$
|
20,268
|
|
|
$
|
25,578
|
|
(2)
|
Includes amortization of acquired intangible assets as follows:
|
|
Year Ended December 31,
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||||
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2019
|
|
2020
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
Cost of revenue
|
$
|
6,555
|
|
|
$
|
6,565
|
|
|
$
|
7,008
|
|
|
$
|
7,586
|
|
|
$
|
3,645
|
|
|
$
|
525
|
|
|
$
|
1,209
|
|
Sales and marketing
|
1,077
|
|
|
643
|
|
|
721
|
|
|
389
|
|
|
129
|
|
|
—
|
|
|
50
|
|
|||||||
Technology and content
|
611
|
|
|
706
|
|
|
706
|
|
|
706
|
|
|
705
|
|
|
177
|
|
|
176
|
|
|||||||
General and administrative
|
130
|
|
|
120
|
|
|
91
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total amortization of acquired intangible assets
|
$
|
8,373
|
|
|
$
|
8,034
|
|
|
$
|
8,526
|
|
|
$
|
8,681
|
|
|
$
|
4,479
|
|
|
$
|
702
|
|
|
$
|
1,435
|
|
(3)
|
Represents net loss per share of Class A common stock and weighted-average shares of Class A common stock outstanding for the periods following the Reorganization Transactions and Pluralsight, Inc.’s IPO described in Note 1—Organization and Description of Business and Note 17—Net Loss Per Share in Pluralsight, Inc.’s consolidated financial statements incorporated by reference into this prospectus.
|
|
As of March 31, 2020
|
||||||
|
Actual
|
|
As Adjusted (1) (2) (3)
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Cash and cash equivalents
|
$
|
94,476
|
|
|
$
|
93,276
|
|
Short-term investments
|
311,684
|
|
|
311,684
|
|
||
Long-term investments
|
126,214
|
|
|
126,214
|
|
||
Total assets
|
1,000,300
|
|
|
999,100
|
|
||
Deferred revenue, current and non-current
|
231,921
|
|
|
231,921
|
|
||
Convertible senior notes, net
|
476,819
|
|
|
476,819
|
|
||
Non-controlling interests(3)
|
56,458
|
|
|
50,369
|
|
||
Total stockholders’ equity
|
221,150
|
|
|
219,950
|
|
(1)
|
Amounts presented on an as adjusted basis to give effect to the completion of this offering and after deducting the estimated offering expenses.
|
(2)
|
Amounts do not include the TRA liability that may result from the LLC Unit exchanges made in connection with this offering. We do not expect to record a TRA liability until the tax benefits associated with the exchanges are more-likely-than-not to be realized. We estimate the incremental TRA liability that could result from these exchanges will be a maximum of $19.2 million, which assumes, among other things, (i) all shares are exchanged based on the closing share price indicated on the cover of this prospectus, (ii) the number of shares exchanged by each exchanging stockholder is the same as reflected in the section titled “Selling Stockholders”, and (iii) there are no limitations on the utilization of tax attributes associated with the TRA liability.
|
(3)
|
Following the completion of this offering, Pluralsight, Inc. will own approximately 77.1% of Pluralsight Holdings and the non-controlling interest holders will own the remaining 22.9% (excluding LLC Units that are subject to time-based vesting requirements).
|
|
Year Ended December 31,
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||||
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2019
|
|
2020
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||
Business customers (end of period)
|
10,517
|
|
|
12,043
|
|
|
14,463
|
|
|
16,756
|
|
|
17,942
|
|
|
17,213
|
|
|
17,830
|
|
|||||||
Billings
|
$
|
130,043
|
|
|
$
|
149,231
|
|
|
$
|
205,807
|
|
|
$
|
293,583
|
|
|
$
|
379,051
|
|
|
$
|
77,928
|
|
|
$
|
90,278
|
|
Billings from business customers
|
$
|
83,663
|
|
|
$
|
104,861
|
|
|
$
|
162,965
|
|
|
$
|
248,159
|
|
|
$
|
330,143
|
|
|
$
|
67,156
|
|
|
$
|
80,472
|
|
% of billings from business customers
|
64
|
%
|
|
70
|
%
|
|
79
|
%
|
|
85
|
%
|
|
87
|
%
|
|
86
|
%
|
|
89
|
%
|
|
Year Ended December 31,
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||||
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2019
|
|
2020
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||
Non-GAAP gross profit
|
$
|
81,771
|
|
|
$
|
98,265
|
|
|
$
|
124,024
|
|
|
$
|
177,221
|
|
|
$
|
249,773
|
|
|
$
|
53,517
|
|
|
$
|
75,134
|
|
Non-GAAP gross margin
|
75
|
%
|
|
75
|
%
|
|
74
|
%
|
|
76
|
%
|
|
79
|
%
|
|
77
|
%
|
|
81
|
%
|
|||||||
Non-GAAP operating loss
|
$
|
(5,381
|
)
|
|
$
|
(71
|
)
|
|
$
|
(52,439
|
)
|
|
$
|
(54,349
|
)
|
|
$
|
(49,893
|
)
|
|
$
|
(10,396
|
)
|
|
$
|
(13,901
|
)
|
Free cash flow
|
$
|
1,699
|
|
|
$
|
(7,927
|
)
|
|
$
|
(20,472
|
)
|
|
$
|
(18,032
|
)
|
|
$
|
(28,236
|
)
|
|
$
|
2,466
|
|
|
$
|
2,721
|
|
|
Year Ended December 31,
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||||
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2019
|
|
2020
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||
Gross profit
|
$
|
75,177
|
|
|
$
|
91,680
|
|
|
$
|
116,996
|
|
|
$
|
169,414
|
|
|
$
|
245,557
|
|
|
$
|
52,905
|
|
|
$
|
73,638
|
|
Equity-based compensation
|
39
|
|
|
20
|
|
|
20
|
|
|
205
|
|
|
548
|
|
|
84
|
|
|
270
|
|
|||||||
Amortization of acquired intangible assets
|
6,555
|
|
|
6,565
|
|
|
7,008
|
|
|
7,586
|
|
|
3,645
|
|
|
525
|
|
|
1,209
|
|
|||||||
Employer payroll taxes on employee stock transactions
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
23
|
|
|
3
|
|
|
17
|
|
|||||||
Non-GAAP gross profit
|
$
|
81,771
|
|
|
$
|
98,265
|
|
|
$
|
124,024
|
|
|
$
|
177,221
|
|
|
$
|
249,773
|
|
|
$
|
53,517
|
|
|
$
|
75,134
|
|
Gross margin
|
69
|
%
|
|
70
|
%
|
|
70
|
%
|
|
73
|
%
|
|
77
|
%
|
|
76
|
%
|
|
79
|
%
|
|||||||
Non-GAAP gross margin
|
75
|
%
|
|
75
|
%
|
|
74
|
%
|
|
76
|
%
|
|
79
|
%
|
|
77
|
%
|
|
81
|
%
|
|
Year Ended December 31,
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||||
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2019
|
|
2020
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
Loss from operations
|
$
|
(18,757
|
)
|
|
$
|
(13,843
|
)
|
|
$
|
(82,746
|
)
|
|
$
|
(136,702
|
)
|
|
$
|
(149,990
|
)
|
|
$
|
(33,728
|
)
|
|
$
|
(42,292
|
)
|
Equity-based compensation
|
5,003
|
|
|
5,738
|
|
|
21,781
|
|
|
72,492
|
|
|
90,437
|
|
|
20,268
|
|
|
25,578
|
|
|||||||
Amortization of acquired intangible assets
|
8,373
|
|
|
8,034
|
|
|
8,526
|
|
|
8,681
|
|
|
4,479
|
|
|
702
|
|
|
1,435
|
|
|||||||
Employer payroll taxes on employee stock transactions
|
—
|
|
|
—
|
|
|
—
|
|
|
1,180
|
|
|
3,428
|
|
|
1,444
|
|
|
1,378
|
|
|||||||
Secondary offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
918
|
|
|
918
|
|
|
—
|
|
|||||||
Acquisition-related costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
835
|
|
|
—
|
|
|
—
|
|
|||||||
Non-GAAP operating loss
|
$
|
(5,381
|
)
|
|
$
|
(71
|
)
|
|
$
|
(52,439
|
)
|
|
$
|
(54,349
|
)
|
|
$
|
(49,893
|
)
|
|
$
|
(10,396
|
)
|
|
$
|
(13,901
|
)
|
|
Year Ended December 31,
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||||
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2019
|
|
2020
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
11,942
|
|
|
$
|
4,468
|
|
|
$
|
(12,139
|
)
|
|
$
|
(5,896
|
)
|
|
$
|
(11,729
|
)
|
|
$
|
5,536
|
|
|
$
|
18,295
|
|
Less: Purchases of property and equipment
|
(7,954
|
)
|
|
(10,142
|
)
|
|
(5,951
|
)
|
|
(8,796
|
)
|
|
(11,181
|
)
|
|
(2,133
|
)
|
|
(13,894
|
)
|
|||||||
Less: Purchases of content library
|
(2,289
|
)
|
|
(2,253
|
)
|
|
(2,382
|
)
|
|
(3,340
|
)
|
|
(5,326
|
)
|
|
(937
|
)
|
|
(1,680
|
)
|
|||||||
Free cash flow
|
$
|
1,699
|
|
|
$
|
(7,927
|
)
|
|
$
|
(20,472
|
)
|
|
$
|
(18,032
|
)
|
|
$
|
(28,236
|
)
|
|
$
|
2,466
|
|
|
$
|
2,721
|
|
•
|
the requirement that a majority of its board of directors consist of independent directors;
|
•
|
the requirement that its director nominees be selected or recommended for the board’s selection by a majority of the board’s independent directors in a vote in which only independent directors participate or by a nominating committee comprised solely of independent directors, in either case, with board resolutions or a written charter, as applicable, addressing the nominations process and related matters as required under the federal securities laws; and
|
•
|
the requirement that its compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
|
•
|
actual or anticipated fluctuations in our revenue and other results of operations, including as a result of the addition or loss of any number of customers;
|
•
|
announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;
|
•
|
the financial projections we may provide to the public, any changes in these projections, or our failure to meet these projections;
|
•
|
failure of securities analysts to initiate or maintain coverage of us, changes in ratings and financial estimates and the publication of other news by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;
|
•
|
changes in operating performance and stock market valuations of SaaS-based software or other technology companies, or those in our industry in particular;
|
•
|
the size of our public float;
|
•
|
price and volume fluctuations in the trading of our Class A common stock and in the overall stock market, including as a result of trends in the economy as a whole;
|
•
|
new laws or regulations or new interpretations of existing laws or regulations applicable to our business or industry, including data privacy, data protection, and information security;
|
•
|
lawsuits threatened or filed against us for claims relating to intellectual property, employment issues, or otherwise;
|
•
|
actual or perceived security breaches;
|
•
|
changes in our board of directors or management;
|
•
|
short sales, hedging, and other derivative transactions involving our Class A common stock;
|
•
|
sales of large blocks of our Class A common stock including sales by our executive officers, directors, and significant stockholders;
|
•
|
the impact of the COVID-19 pandemic on our business operations and overall financial performance; and
|
•
|
other events or factors, including changes in general economic, industry, and market conditions, and trends, as well as any natural disasters, which may affect our operations.
|
•
|
the removal of directors by stockholders only for cause;
|
•
|
our multi-class structure, which provides Aaron Skonnard, our co-founder, Chief Executive Officer, and Chairman, personally and through his associated entities, the ability to control or significantly influence the outcome of matters requiring stockholder approval;
|
•
|
the ability of our board of directors to issue one or more series of preferred stock with voting or other rights or preferences that could have the effect of impeding the success of an attempt to acquire us or otherwise effect a change in control;
|
•
|
advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at stockholder meetings;
|
•
|
a prohibition on stockholders calling special stockholder meetings; and
|
•
|
certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws that may be amended only by the affirmative vote of the holders of at least two-thirds in voting power of all outstanding shares of our stock entitled to vote thereon, voting together as a single class.
|
•
|
our ability to attract new customers and retain and expand our relationships with existing customers;
|
•
|
our ability to expand our course library and develop new platform features;
|
•
|
our future financial performance, including trends in billings, revenue, costs of revenue, gross margin, operating expenses, cash provided by operating activities, and free cash flow;
|
•
|
the demand for, and market acceptance of, our platform or for cloud-based technology learning solutions in general;
|
•
|
our ability to compete successfully in competitive markets;
|
•
|
our ability to respond to rapid technological changes;
|
•
|
our expectations of the impact of the novel coronavirus strain named SARS-CoV-2, abbreviated as COVID-19, pandemic may have on our business;
|
•
|
our ability to maintain operations and implement effective measures in response to the COVID-19 pandemic;
|
•
|
our expectations and management of future growth;
|
•
|
our ability to enter new markets and manage our expansion efforts, particularly internationally;
|
•
|
our ability to attract and retain key employees and qualified technical and sales personnel;
|
•
|
our ability to improve sales management and execution;
|
•
|
our ability to effectively and efficiently protect our brand;
|
•
|
our ability to timely scale and adapt our infrastructure;
|
•
|
our ability to maintain, protect, and enhance our intellectual property and not infringe upon others’ intellectual property;
|
•
|
our ability to successfully identify, acquire, and integrate companies and assets;
|
•
|
our ability to successfully defend ourselves in legal proceedings;
|
•
|
the amount and timing of any payments we make under our Fourth LLC Agreement and the TRA, including the TRA liability that may result from the LLC Unit exchanges made in connection with this offering; and
|
•
|
our ability to satisfy our obligations under the convertible senior notes.
|
|
As of March 31, 2020
|
||||||
|
Actual
|
|
As Adjusted(1)(2)
|
||||
|
|
|
|
||||
|
(unaudited)
(in thousands, except share and per share data)
|
||||||
Cash and cash equivalents(1)
|
$
|
94,476
|
|
|
$
|
93,276
|
|
Short-term investments
|
311,684
|
|
|
311,684
|
|
||
Restricted cash and cash equivalents
|
24,431
|
|
|
24,431
|
|
||
Long-term investments
|
126,214
|
|
|
126,214
|
|
||
Total cash, cash equivalents, restricted cash and investments
|
$
|
556,805
|
|
|
$
|
555,605
|
|
Long-term debt:
|
|
|
|
||||
Convertible senior notes, net
|
$
|
476,819
|
|
|
$
|
476,819
|
|
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.0001 par value per share, 100,000,000 shares authorized, no shares issued and outstanding, actual and as adjusted
|
—
|
|
|
—
|
|
||
Class A common stock, $0.0001 par value per share, 1,000,000,000 shares authorized, actual and as adjusted; 105,459,701 shares issued and outstanding, actual; 109,222,685 shares issued and outstanding, as adjusted
|
11
|
|
|
11
|
|
||
Class B common stock, $0.0001 par value per share, 200,000,000 shares authorized, actual and as adjusted; 23,010,178 shares issued and outstanding, actual; 20,533,013 shares issued and outstanding, as adjusted
|
2
|
|
|
2
|
|
||
Class C common stock, $0.0001 par value per share, 50,000,000 shares authorized, actual and as adjusted; 14,373,295 shares issued and outstanding, actual; 13,087,476 shares issued and outstanding, as adjusted
|
1
|
|
|
1
|
|
||
Additional paid-in capital
|
659,480
|
|
|
665,569
|
|
||
Accumulated other comprehensive loss
|
(1,102
|
)
|
|
(1,102
|
)
|
||
Accumulated deficit
|
(493,700
|
)
|
|
(494,900
|
)
|
||
Total stockholders’ equity attributable to Pluralsight, Inc.
|
164,692
|
|
|
169,581
|
|
||
Non-controlling interests
|
56,458
|
|
|
50,369
|
|
||
Total capitalization
|
$
|
697,969
|
|
|
$
|
696,769
|
|
(1)
|
Amounts do not include the TRA liability that may result from the LLC Unit exchanges made in connection with this offering. We do not expect to record a TRA liability until the tax benefits associated with the exchanges are more-likely-than-not to be realized. We estimate the incremental TRA liability that could result from these exchanges will be a maximum of $19.2 million, which assumes, among other things, (i) all shares are exchanged based on the closing share price indicated on the cover of this prospectus, (ii) the number of shares exchanged by each exchanging stockholder is the same as reflected in the section titled “Selling Stockholders,” and (iii) there are no limitations on the utilization of tax attributes associated with the TRA liability.
|
(2)
|
Following the completion of this offering, Pluralsight, Inc. will own approximately 77.1% of Pluralsight Holdings and the non-controlling interest holders will own the remaining 22.9% (excluding LLC Units that are subject to time-based vesting requirements).
|
•
|
4,293,126 shares of Class A common stock issuable upon the exercise of options outstanding as of March 31, 2020, with a weighted-average exercise price of $14.61 per share;
|
•
|
11,834,962 RSUs of Pluralsight, Inc. that were outstanding as of March 31, 2020;
|
•
|
531,774 RSUs that were granted after March 31, 2020;
|
•
|
1,125,000 restricted share units of Pluralsight Holdings that were outstanding as of March 31, 2020;
|
•
|
28,962,254 shares of our Class A common stock reserved for future issuance under our equity compensation plans as of March 31, 2020, consisting of:
|
•
|
20,404,161 shares of Class A common stock reserved for future issuance under our 2018 Plan, as of March 31, 2020, plus up to 3,541,714 shares of Class A common stock reserved for issuance under our 2017 Plan upon vesting and settlement of RSUs that, on or after the date of this offering, expire, forfeit, or otherwise terminate or are withheld by us to cover tax withholding obligations, as well as any annual increases in the number of shares of Class A common stock reserved for future issuance under our 2018 Plan; and
|
•
|
5,016,379 additional shares of Class A common stock, subject to increase on an annual basis, reserved for future issuance under our ESPP;
|
•
|
20,533,013 shares of our Class A common stock issuable upon exchange for outstanding shares of our Class B common stock (together with the same number of LLC Units), which reflects 23,010,178 shares of Class B common stock outstanding as of March 31, 2020, adjusted for 2,477,165 shares of Class B common stock (together with the same number of LLC Units) exchanged in connection with this offering; and
|
•
|
13,087,476 shares of our Class A common stock issuable upon exchange for outstanding shares of our Class C common stock (together with the same number of LLC Units), which reflects 14,373,295 shares of our Class C common stock outstanding as of March 31, 2020, adjusted for 1,285,819 shares of Class C common stock (together with the same number of LLC Units) exchanged in connection with this offering.
|
•
|
no exercise of outstanding stock options subsequent to March 31, 2020;
|
•
|
no vesting and settlement of outstanding RSUs subsequent to March 31, 2020;
|
•
|
no exchange of our Class B common stock or Class C common stock (together with the same number of LLC Units), for shares of Class A common stock on a one-for-one basis subsequent to March 31, 2020; and
|
•
|
no exercise by the underwriters of their option to purchase up to an additional 1,756,651 shares of Class A common stock from the selling stockholders in this offering.
|
|
|
Shares Beneficially Owned
Before this Offering
|
|
% of Total
Voting Power
Before the Offering#
|
|
Number of Class A Shares
Being Sold by Selling Stockholders
in this Offering
|
|
Shares Beneficially Owned
After this Offering
(assuming option to purchase additional shares is not exercised)
|
|
% of Total
Voting Power
After the Offering
(assuming option to purchase additional shares is not exercised)#‡
|
|||||||||||||||||||||||||||||||||||
|
|
Class A
|
|
Class B†
|
|
Class C†
|
|
|
|
Class A
|
|
Class B†
|
|
Class C†
|
|
||||||||||||||||||||||||||||||
Name of Selling Stockholder
|
|
Shares
|
|
%
|
|
Shares
|
|
%
|
|
Shares
|
|
%
|
|
|
|
Shares
|
|
%
|
|
Shares
|
|
%
|
|
Shares
|
|
%
|
|
||||||||||||||||||
Aaron Skonnard(1)
|
|
2,101,114
|
|
|
1.9
|
%
|
|
—
|
|
|
—
|
|
|
14,477,732
|
|
|
100.0
|
%
|
|
53.2
|
%
|
|
1,300,000
|
|
|
2,086,933
|
|
|
1.9
|
%
|
|
—
|
|
|
—
|
|
|
13,191,913
|
|
|
100.0
|
%
|
|
50.6
|
%
|
Entities affiliated with Insight Venture Partners(2)
|
|
9,929,684
|
|
|
9.3
|
%
|
|
9,269,973
|
|
|
40.4
|
%
|
|
—
|
|
|
—
|
|
|
7.0
|
%
|
|
8,750,000
|
|
|
3,146,283
|
|
|
3.0
|
%
|
|
7,303,374
|
|
|
31.8
|
%
|
|
—
|
|
|
—
|
|
|
4.0
|
%
|
Frederick Onion(3)
|
|
1,312,400
|
|
|
1.2
|
%
|
|
9,961,071
|
|
|
43.4
|
%
|
|
—
|
|
|
—
|
|
|
4.1
|
%
|
|
1,000,000
|
|
|
312,400
|
|
|
*
|
|
|
9,961,071
|
|
|
43.4
|
%
|
|
—
|
|
|
—
|
|
|
3.9
|
%
|
James Budge(4)
|
|
791,311
|
|
|
*
|
|
|
597,807
|
|
|
2.6
|
%
|
|
—
|
|
|
—
|
|
|
*
|
|
|
354,921
|
|
|
738,505
|
|
|
*
|
|
|
295,692
|
|
|
1.3
|
%
|
|
—
|
|
|
—
|
|
|
*
|
|
Brad Rencher(5)
|
|
105,961
|
|
|
*
|
|
|
258,170
|
|
|
1.1
|
%
|
|
—
|
|
|
—
|
|
|
*
|
|
|
50,000
|
|
|
105,961
|
|
|
*
|
|
|
208,170
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Scott Dorsey(6)
|
|
134,350
|
|
|
*
|
|
|
221,712
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
50,000
|
|
|
134,350
|
|
|
*
|
|
|
171,712
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Nate Walkingshaw(7)
|
|
203,940
|
|
|
*
|
|
|
64,503
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
114,654
|
|
|
153,789
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Leah C. Johnson (8)
|
|
4,120
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
500
|
|
|
3,620
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
All Other Selling Stockholders (1 person)(9)
|
|
192,986
|
|
|
*
|
|
|
144,091
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
90,934
|
|
|
146,000
|
|
|
*
|
|
|
100,143
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
†
|
The Class B common stock and Class C common stock are convertible at any time by the holder into shares of Class A common stock on a share-for-share basis, such that each holder of Class B common stock or Class C common stock, as applicable, beneficially owns an equivalent number of shares of Class A common stock.
|
#
|
Percentage total voting power represents voting power with respect to all shares of our Class A common stock, Class B common stock, and Class C common stock, as a single class. Each holder of Class C common stock shall be entitled to 10 votes per share of Class C common stock and each holder of Class A common stock and Class B common stock shall be entitled to one vote per share of Class A common stock or Class B common stock, as applicable, on all matters submitted to our stockholders for a vote. The Class A common stock, Class B common stock, and Class C common stock vote together as a single class on all matters submitted to a vote of our stockholders, except as may otherwise be required by law.
|
*
|
Represents beneficial ownership or voting power of less than one percent (1%) of the outstanding shares of our common stock.
|
(1)
|
Consists of (i) 329,827 shares of Class A common stock and 10,548,482 shares of Class C common stock held by Skonnard Consulting, Inc., of which Mr. Skonnard is an owner; (ii) 656,700 shares of Class C common stock held by Skonnard Family GRAT 2021, of which Mr. Skonnard is a trustee; (iii) 988,408 shares of Class C common stock held by True Nord Trust, of which Mr. Skonnard may be deemed to have voting and dispositive power; (iv) 149,094 shares of Class C common stock held by Aaron & Monica Skonnard Revocable Trust, of which Mr. Skonnard is co-trustee; (v) 12,529 shares of Class A common stock held by Mr. Skonnard; (vi) 1,566,166 shares of Class A common stock subject to options held by Mr. Skonnard that are immediately exercisable within 60 days of the Beneficial Ownership Date; (vii) 192,592 shares of Class A common stock held by Mr. Skonnard underlying RSUs vesting within 60 days of the Beneficial Ownership Date; and (viii) 2,135,048 shares of Class C common stock held by Mr. Skonnard, of which 545,960 shares are unvested and subject to a right of repurchase in favor of the Company.
|
(2)
|
Consists of (i) 3,728,410 shares of Class A common stock held by Insight Venture Partners (Cayman) VII, L.P.; (ii) 535,783 shares of Class A common stock held by Insight Venture Partners (Delaware) VII, L.P.; (iii) 1,137,762 shares of Class A common stock held by IVP CIF II (AIP B), L.P.; (iv) 2,679,709 shares of Class A common stock held by Insight Venture Partners VII L.P.; (v) 61,964 shares of Class A common stock held by Insight Venture Partners VII (Co-Investors) L.P.; (vi) 1,549,091 shares of Class A common stock held by IVP CIF II (AIP A), L.P.; (vii) 236,965 shares of Class A common stock held by IVP (Venice), L.P.; and (viii) 9,269,973 shares of Class B common stock held by IVP CIF II (PS Splitter), L.P.; (collectively, the “Insight Shareholders”). The general partner of Insight Venture Partners VII, L.P., Insight Venture Partners VII (Co-Investors) L.P., Insight Venture Partners (Cayman) VII, L.P., and Insight Venture Partners (Delaware) VII, L.P. is Insight Venture Associates VII, L.P. The general partner of Insight Venture Associates VII, L.P. is Insight Venture Associates VII, Ltd., the sole stockholder of which is Insight Holdings Group, LLC (“Insight Holdings”). The general partner of IVP CIF II (AIP A), L.P., IVP CIF II (AIP B), L.P., and IVP CIF II (PS Splitter), L.P. is Insight Venture Associates Coinvestment II, L.P. Insight Holdings is the general partner of Insight Venture Associates Coinvestment II, L.P. The manager of IVP (Venice), L.P. is IVP GP (Venice), LLC, whose general partner is Insight Venture Associates X, Ltd., whose sole shareholder in turn is Insight Holdings. Each of Jeffrey L. Horing, Deven Parekh, Peter Sobiloff, Jeffrey Lieberman and Michael Triplett is a member of the board of managers of Insight Holdings and may be deemed to hold voting and dispositive power over the shares held of record by the Insight Shareholders. The foregoing is not an admission by Insight Venture Partners (Cayman) VII, L.P., Insight Venture Partners (Delaware) VII, L.P., Insight Venture Partners VII (Co-Investors) L.P., Insight Venture Partners VII L.P., Insight Venture Associates VII, L.P., Insight Venture Associates VII, Ltd., IVP CIF II (AIP A), L.P., IVP CIF II (AIP B), L.P., IVP CIF II (PS Splitter), L.P., Insight Venture Associates Coinvestment II, L.P., IVP (Venice), L.P., IVP GP (Venice), LLC, Insight Venture Associates X, Ltd. or Insight Holdings that it is the beneficial owner of the shares held by the Insight Shareholders. The address for the foregoing entities is 1114 Avenue of the Americas, 36th Floor, New York, NY 10036.
|
(3)
|
Consists of (i) 1,282,400 shares of Class A common stock and 9,919,847 shares of Class B common stock held by Onion Consulting, Inc., of which Mr. Onion is an owner; and (ii) 30,000 shares of Class A common stock and 41,224 shares of Class B common stock held by Frederick A. Onion Revocable Trust, of which Mr. Onion is a co-trustee.
|
(4)
|
Consists of (i) 51,548 shares of Class A common stock held by Mr. Budge; (ii) 737,503 shares of Class A common stock subject to options held by Mr. Budge that are immediately exercisable within 60 days of the Beneficial Ownership Date; (iii) 2,260 shares of Class A common stock held by Mr. Budge underlying RSUs vesting within 60 days of the Beneficial Ownership Date; (iv) 265,692 shares of Class B common stock held by held by the James W Budge Irrevocable Legacy Trust dated 9/13/2019, of which Mr. Budge’s spouse is the trustee; and (v) 332,115 shares of Class B common stock held by Mr. Budge, of which 265,692 shares are unvested and subject to a right of repurchase in favor of the Company.
|
(5)
|
Consists of (i) 25,240 shares of Class A common stock and 101,923 shares of Class B common stock held by Mr. Rencher; (ii) 80,721 shares of Class A Common stock subject to options held by Mr. Rencher that are immediately exercisable within 60 days of the Beneficial Ownership Date; and (iii) 156,247 shares of Class B common stock held by Centerpine LLC, of which Mr. Rencher is a manager.
|
(6)
|
Consists of (i) 25,240 shares of Class A common stock held by Mr. Dorsey; (ii) 109,110 shares of Class A Common stock subject to options held by Mr. Dorsey that are immediately exercisable within 60 days of the Beneficial Ownership Date; (iii) 121,712 shares of Class B common stock held by Mr. Dorsey, of which 10,143 shares are unvested and subject to a right of repurchase in favor of the Company; and (iv) 100,000 shares of Class B common stock held by AREO Ventures, LLC, of which Mr. Dorsey is a manager.
|
(7)
|
Consists of (i) 46,925 shares of Class A common stock and 64,503 shares of Class B common stock held by Mr. Walkingshaw; (ii) 149,347 shares of Class A common stock subject to options held by Mr. Walkingshaw that are immediately exercisable within 60 days of the Beneficial Ownership Date; and (iii) 7,668 shares of Class A common stock held by Mr. Walkingshaw underlying RSUs vesting within 60 days of the Beneficial Ownership Date.
|
(8)
|
Consists of 4,120 shares of Class A common stock held by Ms. Johnson.
|
(9)
|
Represents shares held by one selling stockholder not listed above who owns less than 1% of the outstanding common stock prior to this offering. This selling stockholder is a current member of the management team.
|
•
|
banks, insurance companies or other financial institutions (except to the extent specifically set forth below), regulated investment companies or real estate investment trusts;
|
•
|
persons subject to the alternative minimum tax;
|
•
|
tax-exempt organizations or governmental organizations;
|
•
|
controlled foreign corporations, passive foreign investment companies, or corporations that accumulate earnings to avoid U.S. federal income tax;
|
•
|
brokers or dealers in securities or currencies;
|
•
|
traders in securities or other persons that elect to use a mark-to-market method of accounting for their holdings in our stock;
|
•
|
U.S. expatriates or certain former citizens or long-term residents of the United States;
|
•
|
partnerships or entities classified as partnerships for U.S. federal income tax purposes or other pass-through entities (and investors therein);
|
•
|
persons who hold our Class A common stock as a position in a hedging transaction, “straddle,” “conversion transaction,” or other risk reduction transaction or integrated investment;
|
•
|
persons who hold or receive our Class A common stock pursuant to the exercise of any employee stock option or otherwise as compensation;
|
•
|
persons who do not hold our Class A common stock as a capital asset within the meaning of Section 1221 of the Code;
|
•
|
persons subject to special tax accounting rules as a result of any item of gross income with respect to our Class A common stock being taken into account in an “applicable financial statement” as defined in Section 451(b) of the Code;
|
•
|
persons deemed to sell our Class A common stock under the constructive sale provisions of the Code; or
|
•
|
persons that own, or are deemed to own, our Class B common stock, Class C common stock or the convertible senior notes.
|
•
|
an individual who is a citizen or resident of the United States (for U.S. federal income tax purposes);
|
•
|
a corporation or other entity taxable as a corporation created or organized in the United States or under the laws of the United States or any political subdivision thereof or other entity treated as such for U.S. federal income tax purposes;
|
•
|
an estate whose income is subject to U.S. federal income tax regardless of its source; or
|
•
|
a trust (x) whose administration is subject to the primary supervision of a U.S. court and which has one or more “U.S. persons” (within the meaning of Section 7701(a)(3) of the Code) who have the authority to control all substantial decisions of the trust or (y) which has made a valid election to be treated as a U.S. person.
|
•
|
the gain is effectively connected with your conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, the gain is attributable to a permanent establishment maintained by you in the United States);
|
•
|
you are a non-resident alien individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs, and other conditions are met; or
|
•
|
our Class A common stock constitutes a United States real property interest by reason of our status as a “United States real property holding corporation,” or USRPHC, for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding your disposition of, or your holding period for, our Class A common stock, and, in the case where shares of our Class A common stock are regularly traded on an established securities market, you own, or are treated as owning, more than 5% of our Class A common stock at any time during the foregoing period.
|
Name
|
Number of
Shares
|
|
Morgan Stanley & Co. LLC
|
8,705,183
|
|
Barclays Capital Inc.
|
1,395,562
|
|
BofA Securities, Inc.
|
1,073,509
|
|
SunTrust Robinson Humphrey, Inc.
|
536,755
|
|
Total
|
11,711,009
|
|
|
Per
Share
|
|
Total
|
||||||||
|
No Exercise
|
|
Full Exercise
|
||||||||
Public offering price
|
$
|
19.50
|
|
|
$
|
228,364,676
|
|
|
$
|
262,619,370
|
|
Underwriting discounts and commissions to be paid by the selling stockholders
|
0.585
|
|
|
6,850,940
|
|
|
7,878,581
|
|
|||
Proceeds, before expenses, to the selling stockholders
|
$
|
18.915
|
|
|
$
|
221,513,735
|
|
|
$
|
254,740,789
|
|
•
|
offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or units of Pluralsight Holdings beneficially owned by the locked-up party or any other securities so owned convertible into or exercisable or exchangeable for shares of our common stock or units of Pluralsight Holdings or publicly disclose the intention to do any of the foregoing;
|
•
|
enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our common stock or units of Pluralsight Holdings; or
|
•
|
file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of Class A common stock or any securities convertible into or exercisable or exchangeable for Class A common stock;
|
•
|
the sale of shares pursuant to the terms of the underwriting agreement;
|
•
|
transactions relating to shares of our Class A common stock acquired from the underwriters in this offering or in open market transactions after the completion of this offering, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made during the restricted period in connection with subsequent sales of our shares acquired in such open market transactions;
|
•
|
the transfer of the locked-up party’s securities (i) to the spouse, domestic partner, parent, child, or grandchild of the locked-up party or any other person with whom the locked-up party has a relationship by blood, marriage, or adoption not more remote than first cousin, or to a trust or other entity formed for estate planning purposes for the direct or indirect benefit of the locked-up party or any other person with whom the locked-up party has a relationship by blood, marriage, or adoption not more remote than first cousin, (ii) by bona fide gift, will or intestacy, (iii) if the locked-up party is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust, or (iv) by bona fide gift to a charitable organization (as such term is described in Section 501(3)(c) of the Code), or a charitable organization, by one of our directors, so long as the aggregate amount of such gift taken together with all such other gifts by such locked-up party does not exceed 40,000 shares or units of such locked-up party’s securities (or any other of such locked-up party’s securities convertible into or exercisable or exchangeable for such shares or units), or a Permitted Donation; provided that no filing under Section 16(a) of the Exchange Act or other public filing, report, or announcement reporting a reduction in beneficial ownership of shares of common stock or other securities shall be required or shall be voluntarily made during the restricted period, unless, the locked-up party is otherwise permitted to file a report under Section 16(a) of the Exchange Act during the restricted period in connection with other exceptions under the
|
•
|
if the locked-up party is a corporation, partnership, limited liability company, trust, or other business entity, the transfer of the locked-up party’s securities (A) to another corporation, partnership, limited liability company, trust, or other business entity that controls, is controlled by, manages, or is managed by or is under common control with the locked-up party or affiliates of the locked-up party (including, for the avoidance of doubt, where the locked-up party is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a disposition, transfer, or distribution by the locked-up party to its stockholders, partners, members, or other equity holders;
|
•
|
the establishment, amendment, or modification of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, or a 10b5-1 plan, for the transfer of shares of our common stock, provided that (i) such plan does not provide for the transfer of shares of our common stock during the restricted period, except, in the case of an amendment or modification to such plan, with respect to shares of our common stock originally subject to such plan prior to the amendment or modification, and provided that the amendment or modification does not affect the terms or conditions with respect to the transfer thereof, and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the locked-up party or us regarding the establishment or amendment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of our common stock may be made under such plan during the restricted period;
|
•
|
the sale or transfer of our common stock pursuant to a 10b5-1 plan in effect as of the date the locked-up party enters into the lock-up agreement, or an Existing Plan, provided that (i) the expected timing and volume of any sale or transfer of shares of common stock pursuant to an Existing Plan are disclosed in the lock-up agreement and (ii) to the extent a public filing under the Exchange Act, if any, is required in connection with such sale or transfer, such filing shall include a statement to the effect that the sale or transfer was made pursuant to such Existing Plan;
|
•
|
the transfer of the locked-up party’s securities to us in connection with the vesting or settlement of RSUs or incentive units or the exercise of options or other rights to purchase shares of common stock, in each case on a “net” or “cashless” basis or to cover tax withholding obligations of the locked-up party in connection with such vesting or exercise, including any transfer to us for the payment of tax withholdings or remittance payments due as a result of the vesting, settlement or exercise of such RSUs, incentive units, options or rights, provided that if the locked-up party is required to file a report under Section 16(a) of the Exchange Act during the restricted period, the locked-up party shall include a statement in any such report to the effect that such transfer is in connection with the vesting or settlement of RSUs or incentive units, or the “net” or “cashless” exercise of options or other rights to purchase shares of common stock, as applicable or to cover tax obligations in connection with such vesting;
|
•
|
the sale by us on behalf of the locked-up party of up to such number of shares of Class A common stock solely necessary to raise funds to satisfy our income and payroll tax withholding obligations in connection with the settlement or vesting of restricted stock units held by the locked-up party that are outstanding as of the date hereof; provided that if the locked-up party is required to file a report under Section 16(a) of the Exchange Act during the Restricted Period, the locked-up party shall include a statement in any such report to the effect that such transfer was solely pursuant to the circumstances described in this clause, no other shares of our common stock were sold and that the locked-up party’s shares are subject to a lock-up agreement with the underwriters; provided further that no other public announcement shall be required or shall be voluntarily made in connection with such transfer;
|
•
|
the transfer of the locked-up party’s securities to us pursuant to agreements under which we or any of our equity holders has the option to repurchase such securities upon termination of service of the locked-up party;
|
•
|
the transfer of securities pursuant to the consummation of a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of our securities after the consummation of this offering, that has been approved by our board of directors, the result of which is that any “person,” as defined
|
•
|
the exchange, redemption, or repurchase of any units of Pluralsight Holdings (or securities convertible into or exercisable or exchangeable for units of Pluralsight Holdings) and a corresponding number of shares of Class B common stock or Class C common stock, as applicable, into or for shares of Class A common stock (or securities convertible into or exercisable or exchangeable for Class A common stock), or, at our option, for cash or Class A common stock, pursuant to the Fourth LLC Agreement, provided that (i) such shares of Class A common stock and other securities remain subject to the restrictions above and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the locked-up party or us regarding the exchange, redemption, or repurchase, as applicable, such announcement or filing shall include a statement to the effect that such exchange, redemption, or repurchase, as applicable, occurred pursuant to the Fourth LLC Agreement and no transfer of the shares of Class A common stock or other securities received upon exchange may be made during the restricted period, except sales or transfers of shares of our common stock pursuant to an Existing Plan; and
|
•
|
transfers of securities that occur pursuant to a domestic order or in connection with a divorce settlement;
|
(a)
|
to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
|
(b)
|
to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of underwriter for any such offer; or
|
(c)
|
in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of shares of our Class A common stock shall require the Company or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.
|
(a)
|
it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any of our Class A common stock other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and
|
(b)
|
it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to our Class A common stock, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares of our Class A common stock which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.
|
•
|
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
|
•
|
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor;
|
•
|
shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:
|
•
|
to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;
|
•
|
where no consideration is or will be given for the transfer;
|
•
|
where the transfer is by operation of law;
|
•
|
as specified in Section 276(7) of the SFA; or
|
•
|
as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulation 2005 of Singapore.
|
i.
|
the offer, transfer, sale, renunciation or delivery is to:
|
(a)
|
persons whose ordinary business is to deal in securities, as principal or agent;
|
(b)
|
the South African Public Investment Corporation;
|
(c)
|
persons or entities regulated by the Reserve Bank of South Africa;
|
(d)
|
authorized financial service providers under South African law;
|
(e)
|
financial institutions recognized as such under South African law;
|
(f)
|
a wholly-owned subsidiary of any person or entity contemplated in (c), (d) or (e), acting as agent in the capacity of an authorized portfolio manager for a pension fund or collective investment scheme (in each case duly registered as such under South African law); or
|
(g)
|
any combination of the person in (a) to (f); or
|
ii.
|
the total contemplated acquisition cost of the securities, for any single addressee acting as principal is equal to or greater than ZAR1,000,000.
|
(a)
|
to qualified investors (investisseurs estraint) and/or to a restricted circle of investors (cercle estraint d’investisseurs), in each case investing for their own account, all as defined in, and in accordance with, articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier;
|
(b)
|
to investment services providers authorized to engage in portfolio management on behalf of third parties; or
|
(c)
|
in a transaction that, in accordance with article L.411-2-II-1° -or-2° -or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations (Réglement Général) of the Autorité des Marchés Financiers, does not constitute a public offer (appel public á l’épargne).
|
•
|
Our Annual Report on Form 10-K/A for the year ended December 31, 2019 filed with the SEC on March 2, 2020 (including the portions of our Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 18, 2020, incorporated by reference therein);
|
•
|
Exhibit 4.4 to our Annual Report on Form 10-K/A for the year ended December 31, 2019;
|
•
|
Our Form 10-Q for the quarter ended March 31, 2020 filed with the SEC on April 29, 2020;
|
•
|
Our Current Reports on Form 8-K filed on March 23, 2020, May 6, 2020, and June 4, 2020; and
|
•
|
The description of our common stock, par value $0.0001 contained in our prospectus on Form 8-A, filed with the SEC on May 17, 2018, including any subsequent filed amendments and reports updating such description.
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1 Year Pluralsight Chart |
1 Month Pluralsight Chart |
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