Zachary Sims - 04 Apr 2022 Form 4 Insider Report for Skillsoft Corp. (SKIL)

Role: GM Tech & Dev, CEO Codecademy
Signature: /s/ Zachary Sims
Issuer symbol: SKIL
Transactions as of: 04 Apr 2022
Net transactions value: $0
Form type: 4
Filing time: 06 Apr 2022, 18:42:24 UTC
Next filing: 03 May 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SKIL	Class A common stock	Award		+3,827,775			3,827,775	04 Apr 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		+335,488			335,488	04 Apr 2022	Class A common stock	335,488		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.