SKILLSOFT PUBLIC LIMITED CO 4
4 · SKILLSOFT PUBLIC LIMITED CO · Filed May 27, 2010
Insider Transaction Report
Form 4
MORAN CHARLES E
DirectorChairman of the Board and CEO
Transactions
- Disposition to Issuer
American Depositary Shares
2010-05-26−2,367→ 0 total(indirect: See Footnote) - Disposition to Issuer
Option to Purchase Ordinary Shares
2010-05-26−244,438→ 0 totalExercise: $4.06Exp: 2012-08-16→ Ordinary Shares (244,438 underlying) - Disposition to Issuer
Option to Purchase Ordinary Shares
2010-05-26−710,219→ 0 totalExercise: $6.36Exp: 2011-09-27→ Ordinary Shares (710,219 underlying) - Disposition to Issuer
American Depositary Shares
2010-05-26−6,353→ 0 total(indirect: See Footnote) - Disposition to Issuer
American Depositary Shares
2010-05-26−11→ 0 total(indirect: See Footnote) - Disposition to Issuer
Option to Purchase Ordinary Shares
2010-05-26−2,000,000→ 0 totalExercise: $6.41Exp: 2013-12-05→ Ordinary Shares (2,000,000 underlying)
Footnotes (8)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]Each issued and oustanding Ordinary Share of the issuer, or option to purchase an Ordinary Share of the issuer, is represented by one ADS.
- [F6]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.
- [F7]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.
- [F8]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.