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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option to Purchase Ordinary Shares (3) | $ 10.75 | 05/26/2010 | D | 25,000 | (4) | 03/04/2014 | Ordinary Shares (3) | 25,000 | (4) | 0 | D | ||||
Option to Purchase Ordinary Shares (3) | $ 5.65 | 05/26/2010 | D | 10,000 | (5) | 01/01/2015 | Ordinary Shares (3) | 10,000 | (5) | 0 | D | ||||
Option to Purchase Ordinary Shares (3) | $ 5.5 | 05/26/2010 | D | 10,000 | (6) | 01/01/2016 | Ordinary Shares (3) | 10,000 | (6) | 0 | D | ||||
Option to Purchase Ordinary Shares (3) | $ 6.21 | 05/26/2010 | D | 10,000 | (7) | 01/01/2017 | Ordinary Shares (3) | 10,000 | (7) | 0 | D | ||||
Option to Purchase Ordinary Shares (3) | $ 9.56 | 05/26/2010 | D | 20,000 | (8) | 01/01/2018 | Ordinary Shares (3) | 20,000 | (8) | 0 | D | ||||
Option to Purchase Ordinary Shares (3) | $ 7.14 | 05/26/2010 | D | 20,000 | (9) | 01/01/2019 | Ordinary Shares (3) | 20,000 | (9) | 0 | D | ||||
Option to Purchase Ordinary Shares (3) | $ 10.48 | 05/26/2010 | D | 20,000 | (10) | 01/01/2020 | Ordinary Shares (3) | 20,000 | (10) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MEAGHER WILLIAM F JR 170 RICHARDSON DRIVE NEEDHAM, MA 02492 |
X |
/s/Greg Porto (for William Meagher) | 05/27/2010 | |
**Signature of Reporting Person | Date |
* | 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). |
(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 the name of the Reporting Person, 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 $39,375.00 ($11.25 per ADS), subject to applicable tax withholding and an ADS cancellation fee. |
(3) | Each issued and outstanding Ordinary Share of the issuer, or option to purchase an ordinary share of the issuer, is represented by one ADS. |
(4) | This option, which was 100% vested on 3/4/08, was cancelled pursuant to the Transaction Agreement, in exchange for a cash payment of $12,500.00 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. |
(5) | This option, which was 100% vested on 1/1/09, was cancelled pursuant to the Transaction Agreement, in exchange for a cash payment of $56,000.00 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. |
(6) | This option, which was 100% vested on 1/1/07, was cancelled pursuant to the Transaction Agreement, in exchange for a cash payment of $57,500.00 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 on 1/1/08, was cancelled pursuant to the Transaction Agreement, in exchange for a cash payment of $50,400.00 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 was 100% vested on 1/1/09, was cancelled pursuant to the Transaction Agreement, in exchange for a cash payment of $33,800.00 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. |
(9) | This option, which was 100% vested on 1/1/10, was cancelled pursuant to the Transaction Agreement, in exchange for a cash payment of $82,200.00 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. |
(10) | This option, which vests 100% on 1/1/11, was cancelled pursuant to the Transaction Agreement, in exchange for a cash payment of $15,400.00 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. |