Naspers Ltd - Jun 11, 2021 Form 3 Insider Report for Skillsoft Corp. (SKIL)

Role
Director, 10%+ Owner
Signature
/s/ Patrick Kolek, Group Chief Operating Officer; Naspers Limited
Stock symbol
SKIL
Transactions as of
Jun 11, 2021
Transactions value $
$0
Form type
3
Date filed
6/14/2021, 05:34 PM
Next filing
Sep 22, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding SKIL Class A common stock, par value $0.0001 per share 50M Jun 11, 2021 See Footnotes F1, F2

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
holding SKIL Warrants Jun 11, 2021 Class A common stock 16.7M $11.50 See Footnotes F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As described in the Schedule 13D filed with the Securities and Exchange Commission by Naspers Limited on June 11, 2021, 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.
F2 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 72.5% owned by Naspers Limited.
F3 The warrants will become exercisable 30 days after completion of the Issuer's initial business combination, provided that there is an effective registration statement under the Securities Act of 1933, as amended, covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to such shares.

Remarks:

Patrick Kolek, who serves as Group Chief Operating Officer of Naspers and Prosus, and Lawrence Illg, who serves as Chief Executive Officer of Online Food Delivery & Edtech of Naspers and Prosus, are each Directors of the Issuer. Naspers and Prosus are each indirect parents of MIH Learning. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the reporting persons may be deemed a director by deputization with respect to the Issuer on the basis of Mr. Kolek's and Mr. Illg's service on the Issuer's board of directors.