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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee stock option (right to buy) | $ 10.75 | 06/11/2021 | A | 162,000 | (1) | 06/11/2031 | Class A common stock | 162,000 | $ 0 | 162,000 | D | ||||
Restricted Stock Units | (2) | 06/11/2021 | A | 81,000 | (3) | (3) | Class A common stock | 81,000 | $ 0 | 81,000 | D | ||||
Restricted Stock Units | (2) | 06/11/2021 | A | 81,000 | (4) | (4) | Class A common stock | 81,000 | $ 0 | 81,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Hilty Sarah Kinnick C/O SKILLSOFT CORP. 300 INNOVATIVE WAY #201 NASHUA, NH 03062 |
Chief Legal Officer |
/s/ Sarah Hilty | 06/14/2021 | |
**Signature of Reporting Person | Date |
* | 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). |
(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. |