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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 |
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Delaware
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82-3605465
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(State or other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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Copies to:
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Robert G. Day
Allison B. Spinner
Rezwan D. Pavri
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
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James Budge, Chief Financial Officer
Matthew Forkner, Chief Legal Officer
Pluralsight, Inc.
182 North Union Avenue
Farmington, Utah 84025
(801) 784-9007
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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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
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Class A common stock, $0.0001 par value per share,
reserved for issuance pursuant to the Pluralsight, Inc. 2018 Equity Incentive Plan
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7,078,194(2)
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$18.71(4)
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$132,433,010
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$17,190
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Class A common stock, $0.0001 par value per share,
reserved for issuance pursuant to the Pluralsight, Inc. 2018 Employee Stock Purchase Plan
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2,123,458(3)
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$15.91(5)
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$33,784,217
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$4,385
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TOTAL:
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9,201,652
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$166,217,227
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$21,575
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (the “Registration Statement”) shall also cover any additional shares of the Registrant’s Class A common stock that become issuable under the Pluralsight, Inc. 2018 Equity Incentive Plan (the “2018 Plan”) and the Pluralsight, Inc. 2018 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of Class A common stock.
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(2)
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Represents an automatic increase of 5% of the outstanding shares of all classes of the Registrant’s common stock on the last day of the immediately preceding fiscal year to the number of the Registrant’s Class A common stock reserved for issuance pursuant to future awards under the 2018 Plan, which annual increase is provided for in the 2018 Plan.
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(3)
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Represents an automatic increase of 1.5% of the outstanding shares of all classes of the Registrant’s common stock on the last day of the immediately preceding fiscal year to the number of the Registrant’s Class A common stock reserved for issuance pursuant to future awards under the ESPP, which annual increase is provided for in the ESPP.
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(4)
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Estimated in accordance with Rule 457(c) and (h) solely of the Securities Act solely for the purpose of calculating the registration fee on the basis of $18.71 per share, which represents the average high and low prices of the Registrant’s Class A common stock as reported on the NASDAQ Global Select Market on February 24, 2020.
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(5)
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Estimated in accordance with Rule 457(c) and (h) solely of the Securities Act solely for the purpose of calculating the registration fee on the basis of 85% of $18.71 per share, which represents the average high and low prices of the Registrant’s Class A common stock as reported on the NASDAQ Global Select Market on February 24, 2020. Pursuant to the ESPP, the purchase price of the shares of Class A common stock reserved for issuance thereunder will be 85% of the lower of the fair market value of a share of Class A common stock on the first trading day of each offering period or on the exercise date.
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•
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any breach of their duty of loyalty to the Registrant or Registrant's stockholders;
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•
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any act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law;
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•
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unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or
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•
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any transaction from which they derived an improper personal benefit.
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Incorporated by Reference
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Exhibit
Number
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Exhibit Title
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Form
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File No.
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Exhibit
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Filing Date
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4.1
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S-1/A
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333-224301
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4.1
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05/07/18
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4.2
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S-1/A
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333-224301
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10.5
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05/07/18
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4.3
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S-1/A
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333-224301
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10.6
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05/07/18
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5.1*
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23.1*
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23.2*
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23.3
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24.1
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A.
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.
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(2)
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For the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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It will remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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B.
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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C.
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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PLURALSIGHT, INC.
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By:
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/s/ Aaron Skonnard
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Aaron Skonnard
Chief Executive Officer
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Signature
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Title
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Date
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/s/ Aaron Skonnard
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Chief Executive Officer and Director
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February 25, 2020
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Aaron Skonnard
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(Principal Executive Officer)
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/s/ James Budge
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Chief Financial Officer
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February 25, 2020
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James Budge
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(Principal Financial and Accounting Officer)
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*
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Director
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February 25, 2020
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Gary Crittenden
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Director
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February 25, 2020
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Scott Dorsey
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Director
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February 25, 2020
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Arne Duncan
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Director
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February 25, 2020
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Ryan Hinkle
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*
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Director
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February 25, 2020
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Leah Johnson
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Director
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February 25, 2020
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Timothy Maudlin
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Director
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February 25, 2020
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Frederick Onion
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*
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Director
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February 25, 2020
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Brad Rencher
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Signature
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Title
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Date
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*
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Director
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February 25, 2020
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Bonita Stewart
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Director
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February 25, 2020
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Karenann Terrell
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* By: /s/ James Budge
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Attorney-in-Fact
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1 Year Pluralsight Chart |
1 Month Pluralsight Chart |
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