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

Role
Director
Signature
See Signatures included in Exhibit 99.1
Issuer symbol
SKIL
Transactions as of
11 Jun 2021
Net transactions value
$0
Form type
4
Filing time
14 Jun 2021, 17:58:04 UTC
Previous filing
01 Jun 2021
Next filing
07 Jul 2021
SEC
View on sec.gov

Quoteable Key Fact

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

Quick Takeaways

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

What Changed

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

Why This Matters

  • 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.

Source Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

See Original Filing

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SKIL Class A common stock Options Exercise +17,250,000 17,250,000 11 Jun 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 -17,250,000 -100% 0 11 Jun 2021 Class A common stock 17,250,000 See footnotes F1, F2, F4
transaction SKIL Warrants Award +1,500,000 +10% 16,300,000 11 Jun 2021 Class A common stock 1,500,000 $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.