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^*

Edelman Charlotte

(Last)

(First)

(Middle)

C/O SKILLZ INC.

P.O. 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP of Legal

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	157,817	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 Option (right to buy)	⁽¹⁾	07/16/2030	Class A common stock	231,601	$1.33	D
Earn-Out Shares	⁽²⁾	12/16/2025	Class A common stock	2,936	$0.00	D

Explanation of Responses:

1. Twenty-five percent of the stock option grant vests on July 13, 2021 and the remainder vests in quarterly increments thereafter.

2. On December 16, 2020 (the "Closing Date"), the Reporting Person received the right to acquire 2,936 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.

	/s/ Charlotte Edelman	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.
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