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

Role: Director
Signature: See Signatures included in Exhibit 99.1
Stock symbol: SKIL
Transactions as of: Jun 11, 2021
Transactions value $: $0
Form type: 4
Date filed: 6/14/2021, 05:58 PM
Previous filing: Jun 1, 2021
Next filing: Jul 7, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SKIL	Class A common stock	Options Exercise		+17.3M			17.3M	Jun 11, 2021	See footnotes	F1, F2, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SKIL	Class B common stock	Options Exercise		-17.3M	-100%		0	Jun 11, 2021	Class A common stock	17.3M		See footnotes	F1, F2, F4
transaction	SKIL	Warrants	Award		+1.5M	+10.14%		16.3M	Jun 11, 2021	Class A common stock	1.5M	$11.50	See footnotes	F1, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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.
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.
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.
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.

Remarks:

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