Statement of Changes in Beneficial Ownership (4)
June 14 2021 - 5:57PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
Boockoff-Bajdek Michelle R |
2. Issuer Name and Ticker or Trading Symbol
Skillsoft Corp.
[
SKIL
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Marketing Officer |
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(Last)
(First)
(Middle)
C/O SKILLSOFT CORP., 300 INNOVATIVE WAY #201 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/11/2021 |
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(Street)
NASHUA, NH 03062
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Employee stock option (right to buy) | $10.75 | 6/11/2021 | | A | | 162000 | | (1) | 6/11/2031 | Class A common stock | 162000 | $0 | 162000 | D | |
| Restricted Stock Units | (2) | 6/11/2021 | | A | | 81000 | | (3) | (3) | Class A common stock | 81000 | $0 | 81000 | D | |
| Restricted Stock Units | (2) | 6/11/2021 | | A | | 81000 | | (4) | (4) | Class A common stock | 81000 | $0 | 81000 | D | |
| Explanation of Responses: |
| (1) | 25% of the options will vest on June 11, 2022. The remaining 75% of the options will vest in twelve equal quarterly installments thereafter. |
| (2) | Each restricted stock unit represents a contingent right to receive one share of Class A common stock, par value $0.001 per share, of Skillsoft Corp. ("Common Stock"). |
| (3) | The restricted stock units vest in four equal annual installments beginning June 11, 2022. |
| (4) | The restricted stock units vest in four equal annual installments beginning June 11, 2022, but only if the closing price of a share of Common Stock, as reported on the New York Stock Exchange, equals or exceeds $12.50 on at least 20 out of 30 consecutive trading days prior to June 11, 2025. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Boockoff-Bajdek Michelle R
C/O SKILLSOFT CORP.
300 INNOVATIVE WAY #201
NASHUA, NH 03062 |
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| Chief Marketing Officer |
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Signatures
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| /s/ Michelle Boockoff-Bajdek | | 6/14/2021 |
| **Signature of Reporting Person | Date |
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