Michael Stuart Klein - 11 Jun 2021 Form 4 Insider Report for Skillsoft Corp. (SKIL)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
14 Jun 2021, 17:58:04 UTC
Prior SEC filing
01 Jun 2021
Next SEC filing
07 Jul 2021
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
See Signatures included in Exhibit 99.1

Key filing fact

Michael Stuart Klein filed Form 4 for Skillsoft Corp. (SKIL) on 14 Jun 2021.

Key facts

  • This page summarizes Michael Stuart Klein's Form 4 filing for Skillsoft Corp. (SKIL).
  • 3 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 14 Jun 2021, 17:58.

Change

  • Previous filing in this sequence was filed on 01 Jun 2021.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

SKIL transaction

Class A common stock

Options Exercise

Transaction value
Shares
+17,250,000
Change %
Price
Shares after
17,250,000
Date
11 Jun 2021
Ownership
See footnotes
Footnotes
F1, F2, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

SKIL transaction Derivative

Class B common stock

Options Exercise

Transaction value
Shares
-17,250,000
Change %
-100%
Price
Shares after
0
Date
11 Jun 2021
Ownership
See footnotes
Underlying class
Class A common stock
Underlying amount
17,250,000
Exercise price
Footnotes
F1, F2, F4
SKIL transaction Derivative

Warrants

Award

Transaction value
Shares
+1,500,000
Change %
+10%
Price
Shares after
16,300,000
Date
11 Jun 2021
Ownership
See footnotes
Underlying class
Class A common stock
Underlying amount
1,500,000
Exercise price
$11.50
Footnotes
F1, F3, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote F1

This Form 4 is filed by the following Reporting Persons: Michael Stuart Klein, M. Klein Associates, Inc., and Churchill Sponsor II LLC ("Sponsor"). Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests.

Footnote F2

Upon the consummation of the Issuer's business combination with Software Luxembourg Holding S.A. on June 11, 2021 (the "Business Combination"), each issued and outstanding share of Class B common stock of the Issuer automatically converted into one share of Class A common stock of the Issuer pursuant to the Issuer's certificate of incorporation in effect prior to the Business Combination.

Footnote F3

In connection with the consummation of the Business Combination, the Issuer issued 1,500,000 warrants to purchase one share of Class A common stock of the Issuer, subject to adjustment pursuant to the terms of the warrants, to Sponsor in satisfaction of the $1,500,000 working capital loan from the Sponsor to the Issuer. The warrants become exercisable on July 10, 2021 and expire at 5:00 p.m., New York City time, on June 11, 2026, or earlier upon their redemption or the liquidation of the Issuer pursuant to the terms of the warrants.

Footnote F4

Mr. Klein has a minority interest in M. Klein & Company, LLC, and is the controlling stockholder of M. Klein Associates, Inc., which is the managing member of Sponsor. Following the consummation of the Business Combination, the Reporting Persons own less than 10% of the outstanding Class A common stock of the Issuer. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, or otherwise, any of the Reporting Persons is the beneficial owner of any securities reported herein. The Reporting Persons disclaim beneficial ownership of any securities of the Issuer except to the extent of such Reporting Person's pecuniary interest therein.

SEC remarks

Exhibit 99.1 (Joint filer information) is incorporated by reference here.

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