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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 | ||||||||
Restricted Stock Units | (1) | 09/27/2021 | A | 84,959 | (2) | (2) | Class A Common Stock | 84,959 | $ 0 | 84,959 | D | ||||
Restricted Stock Units | (1) | 09/27/2021 | A | 84,959 | (3) | (3) | Class A Common Stock | 84,959 | $ 0 | 84,959 | D | ||||
Employee Stock Option (right to buy) | $ 11.28 | 09/27/2021 | A | 231,027 | (4) | 09/27/2031 | Class A Common Stock | 231,027 | $ 0 | 231,027 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Hummel Kristi C/O SKILLSOFT CORP. 300 INNOVATIVE WAY, SUITE 201 NASHUA, NH 03062 |
Chief People Officer |
/s/ Kristi Hummel | 09/29/2021 | |
**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) | 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 27, 2022. |
(3) | The restricted stock units vest in four equal annual installments beginning September 27, 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 27, 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 27, 2025. |
(4) | The options vest one-quarter on September 27, 2022 and the remaining three-quarters in twelve equal quarterly installments thereafter. |