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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Skillsoft Plc (MM) | NASDAQ:SKIL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 11.19 | 0 | 00:00:00 |
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
OMB APPROVAL
OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5 |
|
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person
*
MORAN CHARLES E |
2. Issuer Name
and
Ticker or Trading Symbol
SKILLSOFT PUBLIC LIMITED CO [ SKIL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__ X __ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) Chairman of the Board and CEO |
107 NORTHEASTERN BLVD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
|
|
NASHUA, NH 03062 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
||||||||||
1.Title of Security
(Instr. 3) |
2. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
American Depositary Shares (1) | 5/26/2010 | D | 2367 | D | (2) | 0 | I | See Footnote (2) | ||
American Depositary Shares (1) | 5/26/2010 | D | 6353 | D | (3) | 0 | I | See Footnote (3) | ||
American Depositary Shares (1) | 5/26/2010 | D | 11 | D | (4) | 0 | I | See Footnote (4) |
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) |
|||||||||||||||
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option to Purchase Ordinary Shares (5) | $4.06 | 5/26/2010 | D | 244438 | (6) | 8/16/2012 | Ordinary Shares (5) | 244438 | (6) | 0 | D | ||||
Option to Purchase Ordinary Shares (5) | $6.36 | 5/26/2010 | D | 710219 | (7) | 9/27/2011 | Ordinary Shares (5) | 710219 | (7) | 0 | D | ||||
Option to Purchase Ordinary Shares (5) | $6.41 | 5/26/2010 | D | 2000000 | (8) | 12/5/2013 | Ordinary Shares (5) | 2000000 | (8) | 0 | D |
Explanation of Responses: | |
( 1) | American Depositary Shares (ADS) evidenced by American Depositary Receipts, each of which represents one Ordinary Share of SkillSoft Public Limited Company, nominal value 0.11 (Euro) per Ordinary Share. |
( 2) | These ADSs are held in a family trust, of which the Reporting Person is a trustee, and were disposed of pursuant to the Transaction Agreement regarding a scheme of arrangement (the "Transaction Agreement") between issuer and SSI Investments III Limited ("SSI") in exchange for a cash payment of $26,628.75 ($11.25 per ADS), subject to applicable tax withholding and an ADS cancellation fee. |
( 3) | These ADSs are held by the Susan M. Moran Revocable Trust, of which the Reporting Person's spouse, Susan M. Moran, is trustee, and were disposed of pursuant to the Transaction Agreement for a cash payment of $71,471.25 ($11.25 per ADS), subject to applicable tax withholding and an ADS cancellation fee. |
( 4) | These ADSs are held by Susan M. Moran, the Reporting Person's spouse, and were disposed of pursuant to the Transaction Agreement for a cash payment of $123.75 ($11.25 per ADS), subject to applicable tax withholding and an ADS cancellation fee. |
( 5) | Each issued and oustanding Ordinary Share of the issuer, or option to purchase an Ordinary Share of the issuer, is represented by one ADS. |
( 6) | This option, which was 100% vested at 8/16/2006, was cancelled pursuant to the Transaction Agreement, in exchange for a cash payment of $1,757,509.22 representing the difference between the exercise price of the option and the consideration of $11.25 per share paid pursuant to the Transaction Agreement, subject to applicable tax withholding. |
( 7) | This option, which was 100% vested at 09/27/2005, was cancelled pursuant to the Transaction Agreement, in exchange for a cash payment of $3,472,970.91 representing the difference between the exercise price of the option and the consideration of $11.25 per share paid pursuant to the Transaction Agreement, subject to applicable tax withholding. |
( 8) | This option, which vested as to 25% of the shares on 12/05/2007 and as to an additional 1/48th of the shares each month thereafter for 36 months, was cancelled pursuant to the Transaction Agreement, in exchange for a cash payment of $9,680,000 representing the difference between the exercise price of the option and the consideration of $11.25 per share paid pursuant to the Transaction Agreement, subject to applicable tax withholding. |
Reporting Owners
|
|||||
Reporting Owner Name / Address |
|
||||
Director | 10% Owner | Officer | Other | ||
MORAN CHARLES E
107 NORTHEASTERN BLVD NASHUA, NH 03062 |
X |
|
Chairman of the Board and CEO |
|
Signatures
|
||
Charles Moran | 5/27/2010 | |
** Signature of Reporting Person |
Date
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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