|
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 |
|
| |||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (2) | 06/23/2022 | M | 21,621 | (3) | (3) | Class A Common Stock | 21,621 | $ 0 | 0 | D | ||||
Restricted Stock Units | (2) | 06/23/2022 | A | 35,398 | (4) | (4) | Class A Common Stock | 35,398 | $ 0 | 35,398 | D | ||||
Warrants | $ 11.50 | 07/11/2021 | 06/11/2026 | Class A Common Stock | 244,535 | 244,535 (5) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Summers Lawrence Henry C/O SKILLSOFT CORP. 300 INNOVATIVE WAY #201 NASHUA, NH 03062 |
X |
/s/ Sarah Hilty, as attorney-in-fact for Lawrence Summers | 06/24/2022 | |
**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) | Includes 466,977 shares of Class A common stock received for no additional consideration in a pro-rata distribution in-kind by Churchill Sponsor II LLC ("Sponsor") on June 17, 2022 as disclosed by Sponsor on a Form 4 filed June 22, 2022, which was exempt from reporting pursuant to Rule 16a-9. |
(2) | Each restricted stock unit represents a contingent right to receive one share of Class A common stock of the Issuer. |
(3) | The restricted stock units vest on the earlier of December 28, 2022 or the date of the Issuer's next annual meeting of stockholders following the date of grant, subject to the Reporting Person's continued service. |
(4) | The restricted stock units vest on the earlier of (i) the one-year anniversary of the date of grant or (ii) the date of the Issuer's next annual meeting of stockholders following the date of grant, subject to the Reporting Person's continued service. |
(5) | Consists of warrants to purchase an equal number of shares of Class A common stock received for no additional consideration in a pro-rata distribution in-kind by Sponsor on June 17, 2022 as disclosed by Sponsor on a Form 4 filed June 22, 2022, which was exempt from reporting pursuant to Rule 16a-9. |