SEC Form SC 13D/A filed by Skillz Inc. (Amendment)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Amendment No. 4)

Under the Securities Exchange Act of 1934

Skillz Inc.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

Class B common stock, par value $0.0001 per share

(Title of Class of Securities)

Class A common stock: 83067L109
Class B common stock: Not Applicable

(CUSIP NUMBER)

Charlotte Edelman

P.O. Box 445

San Francisco, California 94104

(415) 762-0511

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 5, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following boxo.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Calculated based on 353,833,354 shares of Class A common stock as reported in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2022, filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 31, 2023 (the “Annual Report”). Calculated based on 68,601,268 shares of Class B common stock issued and outstanding, as represented by the Issuer to the Reporting Person on April 6, 2023.

SCHEDULE 13D/A

This Amendment No. 4 (this “Amendment No. 4”) amends and supplements the Statement on Schedule 13D first filed with the Securities and Exchange Commission on December 10, 2020 (as amended by Amendment No. 1 filed December 23, 2020, Amendment No. 2 filed March 10, 2021,and Amendment No. 3 filed March 22, 2021, the “Original Schedule 13D”), and is filed by the Reporting Person with respect to the Class A common stock and Class B common stock of the Issuer. Capitalized terms used herein but not otherwise defined herein have the meanings given to them in the Original Schedule 13D.

This Amendment No. 4 amends the Original Schedule 13D as specifically set forth herein. Except as set forth herein, all other information in the Original Schedule 13D remains the same. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is supplementally amended as follows.

Item 4. Purpose of Transaction

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following sentence:

On April 5, 2023, the Reporting Person purchased 1,500,000 shares of Class A common stock for investment purposes.

Item 5. Interest in Securities of the Issuer

(a) See responses to Item 13 on the cover page.

(b) See responses to Items 7, 8, 9 and 10 on the cover page.

(c)  The Reporting Person was involved in the Business Combination as the founder and Chief Executive Officer of Old Skillz. Except as set forth in this Amendment No. 4, described in Amendment No. 2 and described in Amendment No. 3, the Reporting Person has not, to the best of his knowledge, engaged in any transaction with respect to the Class A common stock and Class B common stock during the sixty days prior to the date of filing this Amendment No. 4.

(d)  Except as described in Item 3, no person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Class A common stock and the Class B common stock of the issuer beneficially owned by the Reporting Person as reported in this Amendment No. 4.

(e) Not applicable.

Item 7. Material to be Filed as Exhibits

Exhibit 99.1 Power of Attorney

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 7, 2023