Form 4 for SKIL Skillsoft Corp.

Accepted 2022-04-06 00:00:00 ET · period of report 2022-04-04 · accession 0000899243-22-014158 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
I	2022-04-06	2022-04-04	SKIL	NASPERS LTD	Dir, 10%	J - Other	—	+11.25M	61.25M	+23%	—

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Class A common stock, par value $0.0001 per share	2022-04-04	J	A	11,250,228	—	61,250,228	I See Footnotes	—	—	(F1) On April 4, 2022, the Issuer consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of December 22, 2021 (the "Merger Agreement"), by and among the Issuer, Ryzac, Inc., a Delaware corporation ("Codecademy"), Skillsoft Finance II, Inc., a Delaware corporation and indirect wholly-owned subsidiary of the Issuer ("Borrower"), Skillsoft Newco I, Inc., a Delaware corporation and direct wholly-owned subsidiary of Borrower ("Merger Sub I"), Skillsoft Newco II, LLC, a Delaware limited liability company and direct wholly-owned subsidiary of Borrower ("Merger Sub II"), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the representative of the equity holders of Codecademy, pursuant to which, subject to the terms and conditions set forth therein, Merger Sub I merged with and into Codecademy (the "First Merger"), with Codecademy being the surviving corporation of the First Merger (the "Surviving Corporation"), (F2) (Continued from footnote 1) and immediately following the First Merger and as part of the same overall transaction, the Surviving Corporation merged with and into Merger Sub II, with Merger Sub II being the surviving company and an indirect wholly-owned subsidiary of the Company (the "Second Merger" and, together with the First Merger, the "Mergers"). In connection with the Mergers, the Reporting Persons received 11,250,228 shares of Class A common stock as merger consideration (including 193,447 shares currently held in escrow in accordance with the terms of the Merger Agreement). (F4) Represents shares of Class A common stock indirectly held by Naspers Limited and directly held by its indirect subsidiary MIH Learning B.V. MIH Learning B.V. is a wholly-owned subsidiary of NNV Holdings B.V., which is a wholly-owned subsidiary of MIH ecommerce Holdings B.V. MIH ecommerce Holdings B.V. is a wholly-owned subsidiary of MIH Internet Holdings B.V., which is a wholly-owned subsidiary of Prosus. N.V. Prosus N.V. is approximately 72.4% owned by Naspers Limited. (F3) As described in the Schedule 13D filed with the Securities and Exchange Commission by Naspers Limited on June 11, 2021, as amended on April 6, 2022, Naspers Limited employs a differentiated voting structure involving two South African entities, Naspers Beleggings (RF) Beperk ("Nasbel") and Keeromstraat 30 Beleggings (RF) Beperk ("Keerom"), the sole remit of which is to protect the continued independence of Naspers. Each of Nasbel and Keerom disclaims beneficial ownership of all shares of Class A common stock owned by the Reporting Persons, except to the extent of their respective pecuniary interest therein.