Amendment: Chief Executive Officer Paradise Andrew converted options into 543,459 shares and covered exercise/tax liability with 190,233 shares, increasing direct ownership by 59% to 951,055 units (SEC Form 4)
$SKLZ
EDP Services
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Skillz Inc. [ SKLZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/06/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 09/10/2024 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A common stock | 09/06/2024 | M(1) | 72,462(1) | A | $0 | 670,294 | D | |||
| Class A common stock | 09/06/2024 | F | 17,645 | D | $6.22(2) | 652,649 | D | |||
| Class A common stock | 09/06/2024 | M(1) | 72,462(1) | A | $0 | 725,111 | D | |||
| Class A common stock | 09/06/2024 | F | 17,645 | D | $6.33(2) | 707,466 | D | |||
| Class A common stock | 09/06/2024 | M(1) | 72,461 | A | $0 | 779,927 | D | |||
| Class A common stock | 09/06/2024 | F | 26,631 | D | $6.14(2) | 753,296 | D | |||
| Class A common stock | 09/06/2024 | M(1) | 72,461 | A | $0 | 825,757 | D | |||
| Class A common stock | 09/06/2024 | F | 28,514 | D | $6.11(2) | 797,243 | D | |||
| Class A common stock | 09/06/2024 | M(1) | 72,461 | A | $0 | 869,704 | D | |||
| Class A common stock | 09/06/2024 | F | 28,514 | D | $6.02(2) | 841,190 | D | |||
| Class A common stock | 09/06/2024 | M(1) | 90,576 | A | $0 | 931,766 | D | |||
| Class A common stock | 09/06/2024 | F | 35,642 | D | $6.49(2) | 896,124 | D | |||
| Class A common stock | 09/10/2024 | M(1) | 90,576 | A | $0 | 986,700 | D | |||
| Class A common stock | 09/06/2024 | F | 35,642 | D | $7.18(2) | 951,055 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (3) | 09/06/2024 | M | 72,462(4) | (5) | (5) | Class A common stock | 72,462 | $0 | 1,376,766 | D | ||||
| Restricted Stock Units | (3) | 09/06/2024 | M | 72,462(4) | (5) | (5) | Class A common stock | 72,462 | $0 | 1,304,304 | D | ||||
| Restricted Stock Units | (3) | 09/06/2024 | M | 72,461(4) | (5) | (5) | Class A common stock | 72,461 | $0 | 1,231,843 | D | ||||
| Restricted Stock Units | (3) | 09/06/2024 | M | 72,461(4) | (5) | (5) | Class A common stock | 72,461 | $0 | 1,159,382 | D | ||||
| Restricted Stock Units | (3) | 09/06/2024 | M | 72,461(4) | (5) | (5) | Class A common stock | 72,461 | $0 | 1,086,921 | D | ||||
| Restricted Stock Units | (3) | 09/06/2024 | M | 90,576(4) | (5) | (5) | Class A common stock | 90,576 | $0 | 996,345 | D | ||||
| Restricted Stock Units | (3) | 09/06/2024 | M | 90,576(4) | (5) | (5) | Class A common stock | 90,576 | $0 | 905,769 | D | ||||
| Explanation of Responses: |
| 1. The restricted stock units vested and settled in Class A common stock of the Company on September 6, 2024. |
| 2. Securities sold to cover tax obligations. |
| 3. Each restricted stock unit represents a contingent right to receive one share of the Company's Class A common stock. |
| 4. On June 23, 2023 (the "Effective Date"), the Class A common stock of the Company underwent a 1-for-20 reverse stock split (the "Reverse Stock Split"). All amounts of securities listed herein have been adjusted to reflect the effect of the Reverse Stock Split (even if the listed transaction occurred before the Effective Date of the Reverse Stock Split). The grant of restricted stock units was previously reported as covering 28,984,577 shares (prior to the Reverse Stock Split, which is equal to 1,449,228 shares post Reverse Stock Split). Following the reported transactions, 905,769 shares remained unvested (as adjusted for the Company's Reverse Stock Split). |
| 5. 362,307 restricted stock units represents twenty-five percent of the restricted stock units granted to Mr. Paradise and the remainder will vest in substantially equal quarterly installments thereafter over the following twelve calendar quarters. |
| Remarks: |
| Exhibit 24.1 - Power of Attorney and Amended to correct for inadvertent clerical error. |
| /s/ Nikul D. Patel, Attorney-in-Fact | 11/15/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||