FORM 4
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Ferrera Gary W
  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
(Last)
(First)
(Middle)
C/O SKILLSOFT CORP., 300 INNOVATIVE WAY, SUITE 201
3. Date of Earliest Transaction (Month/Day/Year)
09/20/2021
(Street)

NASHUA, NH 03062
4. If Amendment, Date 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
(City)
(State)
(Zip)
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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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 (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  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Ferrera Gary W
C/O SKILLSOFT CORP.
300 INNOVATIVE WAY, SUITE 201
NASHUA, NH 03062
      Chief Financial Officer  

Signatures

 /s/ Gary W. Ferrera   09/22/2021
**Signature of Reporting Person Date

Explanation of Responses:

* 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) 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.

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