Zachary Sims - Apr 4, 2022 Form 4 Insider Report for Skillsoft Corp. (SKIL)

Role: GM Tech & Dev, CEO Codecademy
Signature: /s/ Zachary Sims
Stock symbol: SKIL
Transactions as of: Apr 4, 2022
Transactions value $: $0
Form type: 4
Date filed: 4/6/2022, 06:42 PM
Next filing: May 3, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SKIL	Class A common stock	Award		+3.83M			3.83M	Apr 4, 2022	Direct	F1

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	Restricted Stock Units	Award		+335K			335K	Apr 4, 2022	Class A common stock	335K		Direct	F2, F3

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

Explanation of Responses:

Id	Content
F1	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").
F2	Each restricted stock unit ("RSU") represents a contingent right to receive one share of Common Stock.
F3	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.