SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Chafkin Casey

(Last)

(First)

(Middle)

C/O SKILLZ INC.

P.O. BOX 445

(Street)

SAN FRANCISCO

94104-0445

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/16/2020

3. Issuer Name and Ticker or Trading Symbol
Skillz Inc. [ SKLZ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Revenue Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	14,013,037	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (right to buy)	⁽¹⁾	12/16/2030	Class A common stock	2,040,000	17.68	D
Stock Options (right to buy)	⁽²⁾	01/31/2027	Class A common stock	1,756,118	0.05	D
Stock Options (right to buy)	⁽²⁾	11/04/2028	Class A common stock	1,026,884	0.39	D
Earn-Out Shares	⁽³⁾	12/16/2025	Class A common stock	260,856	0.00	D

Explanation of Responses:

1. The stock options will vest in three equal increments as follows: (i) one-third on the date that the volume weighted average price on the New York Stock Exchange ("NYSE") over a ten trading day period of underlying Issuer's Class A common stock ("VWAP") equals or exceeds 3.0x the VWAP of the shares as of December 16, 2020 (the "Closing Date"), (ii) one-third on the date that the VWAP of the shares equals or exceeds 4.0x the VWAP of the shares as of the Closing Date, and (iii) one-third on the date that the VWAP of the shares equals or exceeds 5.0x the VWAP of the shares as of the Closing Date.

2. Twenty-five percent of the stock option grant vests on July 25, 2018 and the remainder vests in quarterly increments thereafter.

3. On the Closing Date, the Reporting Person received the right to acquire 260,856 shares of the Issuer's Class A Common Stock in connection with the Issuer's business combination, (i) one-half of which will be released from escrow if (a) the VWAP for at least 20 of any 30 consecutive trading days following the Closing Date is at least $15.00 or (b) the Issuer consummates a transaction resulting in its stockholders being able to exchange their shares for cash, securities or other property with a per share value ("Qualifying Value") of at least $15.00; and (ii) one-half if (a) the VWAP for at least 20 of any 30 consecutive trading days following the Closing Date is at least $17.50 or (b) the Issuer consummates a transaction with a Qualifying Value of at least $17.50. Any shares not eligible to be released within five years of the Closing Date will be forfeited and canceled.

Remarks:

See Exhibit 24.1 - Power of Attorney

	/s/ Charlotte Edelman, Attorney-in-Fact	12/18/2020
	** 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 5 (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.