Sec Form 4 Filing - WALKER RICHARD @ Skillsoft Corp. - 2021-06-11

FORM 4 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 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person WALKER RICHARD 2. Issuer Name and Ticker or Trading Symbol Skillsoft Corp. [ SKIL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks. (Last) (First) (Middle) C/O SKILLSOFT CORP., 300 INNOVATIVE WAY #201 3. Date of Earliest Transaction (MM/DD/YY) 06/11/2021 (Street) NASHUA, NH03062 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Employee stock option (right to buy) $ 10.75 06/11/2021 A 194,000 ( 1 ) 06/11/2031 Class A common stock 194,000 $ 0 194,000 D Restricted Stock Units ( 2 ) 06/11/2021 A 97,000 ( 3 ) ( 3 ) Class A common stock 97,000 $ 0 97,000 D Restricted Stock Units ( 2 ) 06/11/2021 A 97,000 ( 4 ) ( 4 ) Class A common stock 97,000 $ 0 97,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WALKER RICHARD C/O SKILLSOFT CORP. 300 INNOVATIVE WAY #201 NASHUA, NH03062 See Remarks. Signatures /s/ Richard Walker 06/14/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )25% of the options will vest on June 11, 2022. The remaining 75% of the options will vest in twelve equal quarterly installments thereafter. ( 2 )Each restricted stock unit represents a contingent right to receive one share of Class A common stock, par value $0.001 per share, of Skillsoft Corp. ("Common Stock"). ( 3 )The restricted stock units vest in four equal annual installments beginning June 11, 2022. ( 4 )The restricted stock units vest in four equal annual installments beginning June 11, 2022, but only if the closing price of a share of Common Stock, as reported on the New York Stock Exchange, equals or exceeds $12.50 on at least 20 out of 30 consecutive trading days prior to June 11, 2025.

Remarks: Chief Strategy and Corporate Development Officer and President, SumTotal

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 Number.