Andrew Paradise - Mar 14, 2022 Form 4 Insider Report for Skillz Inc. (SKLZ)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Charlotte Edelman
Stock symbol: SKLZ
Transactions as of: Mar 14, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/18/2022, 04:59 PM
Previous filing: Feb 1, 2022
Next filing: May 12, 2022
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SKLZ	CEO Performance Stock Unit	Other	$0	-16.1M	-100%	$0.00^*	0	Mar 14, 2022	Class A common stock	16.1M		Direct	F1

Showing 1 to 1 of 1 entries

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to the letter agreement, dated March 14, 2022 between the Reporting Person and the Issuer, the CEO Performance Stock Units granted to the Reporting Person on September 14, 2021 were canceled and permanently forfeited, with no value received by the Reporting Person. The terms of the canceled award provided that one share of the Company's Class A Common Stock would have been earned for each CEO Performance Stock Unit based on the achievement of certain market capitalization milestones.

Content

Pursuant to the letter agreement, dated March 14, 2022 between the Reporting Person and the Issuer, the CEO Performance Stock Units granted to the Reporting Person on September 14, 2021 were canceled and permanently forfeited, with no value received by the Reporting Person. The terms of the canceled award provided that one share of the Company's Class A Common Stock would have been earned for each CEO Performance Stock Unit based on the achievement of certain market capitalization milestones.

Remarks:

On March 14, 2022, the Board of Directors of Skillz Inc. (the "Company") and Andrew Paradise, Chief Executive Officer of the Company, agreed to cancel Mr. Paradise's award of 16,119,640 performance share units granted on September 14, 2021 (the "CEO Performance Stock Units"). The CEO Performance Stock Units were divided into four tranches, each vesting upon the achievement of a corresponding market capitalization milestone ranging from two to five times the Company's market capitalization baseline calculated at the time of grant. In canceling the CEO Performance Stock Units, the Board and Mr. Paradise took into consideration a number of factors, including (i) changes in the Company's market capitalization since the award was granted, (ii) the desire by the Board and Company to conduct an equity refresh grant for the broad-based employee population, which is facilitated by the cancellation of the CEO Performance Stock Units and (iii) the cancellation resulting in less dilution to stockholders. The Board and Mr. Paradise are continuing to discuss the terms of a potential equity grant.