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 *
Sims Zachary
  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)
GM Tech & Dev, CEO Codecademy
(Last)
(First)
(Middle)
C/O SKILLSOFT CORP., 300 INNOVATIVE WAY #201
3. Date of Earliest Transaction (Month/Day/Year)
04/04/2022
(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
Class A common stock 04/04/2022   A   3,827,775 (1) A (1) 3,827,775 D  

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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 (2) 04/04/2022   A   335,488 (3)     (3)   (3) Class A common stock 335,488 (3) 335,488 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Sims Zachary
C/O SKILLSOFT CORP.
300 INNOVATIVE WAY #201
NASHUA, NH 03062
      GM Tech & Dev, CEO Codecademy  

Signatures

 /s/ Zachary Sims   04/06/2022
**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) Pursuant to the Merger Agreement, dated as of December 22, 2021, by and among the Issuer, Ryzac, Inc. ("Codecademy") and certain other parties thereto (the "Merger Agreement"), shares of Codecademy common stock held by the Reporting Person were converted into shares of Class A common stock, par value $0.001 per share, of the Issuer ("Common Stock").
(2) Each restricted stock unit ("RSU") represents a contingent right to receive one share of Common Stock.
(3) Pursuant to the Merger Agreement, unvested options to purchase Codecademy stock previously awarded to the Reporting Person by Codecademy were converted into RSUs of the Issuer. The RSUs will vest in 38 equal monthly installments beginning on May 1, 2022.

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