Churchill Sponsor II LLC - Jun 17, 2022 Form 4 Insider Report for Skillsoft Corp. (SKIL)

Role
10%+ Owner
Signature
See Signatures included in Exhibit 99.1
Stock symbol
SKIL
Transactions as of
Jun 17, 2022
Transactions value $
$0
Form type
4
Date filed
6/22/2022, 05:20 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SKIL Class A Common Stock Other $0 -17.3M -100% $0.00* 0 Jun 17, 2022 Direct F1, F2, F3

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 Warrants Other $0 -16.3M -100% $0.00* 0 Jun 17, 2022 Class A Common Stock 16.3M $11.50 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Churchill Sponsor II LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 This Form 4 is filed by the following Reporting Persons: Churchill Sponsor II LLC ("Sponsor") and M. Klein Associates, Inc. Because of the relationships between 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 On June 17, 2022, the Sponsor distributed 17,250,000 shares of Class A Common Stock and 16,300,000 warrants to purchase one share, representing all of the securities of the Issuer owned by Sponsor, to its members on a pro rata basis for no additional consideration in accordance with Sponsor's organizational documents.
F3 M. Klein Associates, Inc. is the managing member of Sponsor. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of 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 herein.