Walker Richard Form 4 Skillsoft / RICHARD WALKER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WALKER RICHARD

(Last) (First) (Middle)

C/O SKILLSOFT CORP.

7887 E. BELLEVIEW AVE, SUITE 600

(Street)

GREENWOOD VILLAGE CO 80111

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2023

4. If Amendment, Date of 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

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	06/01/2023		M		47,269	A	$0	161,620	D
Class A Common Stock	06/01/2023		F		13,589(1)	D	$1.54	148,031	D
Class A Common Stock	06/01/2023		M		15,126	A	$0	163,157	D
Class A Common Stock	06/01/2023		F		4,348(1)	D	$1.54	158,809	D

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 Securities Underlying Derivative Security (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: 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)	06/01/2023		M			47,269	(3)	(3)	Class A Common Stock	47,269	$0	141,807	D
Restricted Stock Units	(2)	06/01/2023		M			15,126	(4)	(4)	Class A Common Stock	15,126	$0	60,504	D

Explanation of Responses:

1. Represents shares withheld by the Issuer to satisfy tax withholding obligations upon vesting.

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 in four equal annual installments beginning June 1, 2023.

4. The restricted stock units vest 20% on the first anniversary of the grant date and 80% on the second anniversary of the grant date beginning June 1, 2023

	/s/ Carrie Etherton, Attorney-in-Fact for Richard Walker	06/02/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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