Form 4 Skillsoft Corp. For: Sep 20 Filed by: Ferrera Gary W

September 22, 2021 9:39 PM EDT

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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OMB Number: 3235-0287
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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).
1. Name and Address of Reporting Person *
Ferrera Gary W

(Last) (First) (Middle)
C/O SKILLSOFT CORP.
300 INNOVATIVE WAY, SUITE 201

(Street)
NASHUA NH 03062

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Skillsoft Corp. [ SKIL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/20/2021
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Restricted Stock Units (1) 09/20/2021   A   126,863     (2)   (2) Class A Common Stock 126,863 $ 0 126,863 D  
Restricted Stock Units (1) 09/20/2021   A   126,863     (3)   (3) Class A Common Stock 126,863 $ 0 126,863 D  
Employee Stock Option (right to buy) $ 10.51 09/20/2021   A   396,725     (4) 09/20/2031 Class A Common Stock 396,725 $ 0 396,725 D  
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock of Skillsoft Corp.
2. The restricted stock units vest in four equal annual installments beginning September 20, 2022.
3. The restricted stock units vest in four equal annual installments beginning September 20, 2022, but only if the closing price of a share of Class A 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 September 20, 2025; if the specified price per share is not achieved when the annual installments are due to occur, then the restricted stock units will accumulate and first vest upon achievement of the specified price and then continue to vest in the remaining annual installments before September 20, 2025.
4. The option vests one-quarter on September 20, 2022 and the remaining three-quarters in twelve equal quarterly installments thereafter.
/s/ Gary W. Ferrera 09/22/2021
** 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 4 (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.


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