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

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
* 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.

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.