TOWNSEND MARK 4
4 · SKILLSOFT PUBLIC LIMITED CO · Filed May 27, 2010
Insider Transaction Report
Form 4
TOWNSEND MARK
EVP, Technology
Transactions
- Disposition to Issuer
American Depositary Shares
2010-05-26−52,808→ 0 total - Disposition to Issuer
American Depositary Shares
2010-05-26−2,960→ 0 total(indirect: See Footnote) - Disposition to Issuer
Option to Purchase Ordinary Shares
2010-05-26−24,904→ 0 totalExercise: $6.36Exp: 2011-09-27→ Ordinary Shares (24,904 underlying) - Disposition to Issuer
American Depositary Shares
2010-05-26−57,050→ 0 total(indirect: See Footnote) - Disposition to Issuer
Option to Purchase Ordinary Shares
2010-05-26−400,000→ 0 totalExercise: $6.41Exp: 2013-12-05→ Ordinary Shares (400,000 underlying) - Disposition to Issuer
Option to Purchase Ordinary Shares
2010-05-26−595,986→ 0 totalExercise: $4.06Exp: 2012-08-16→ Ordinary Shares (595,986 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 ADS are held by 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 $594,090 ($11.25 per ADS), subject to applicable tax withholding and an ADS cancellation fee.
- [F3]These ADSs are held by the Mark A. Townsend Family Trust, of which the Reporting Person is the trustee and a beneficiary, and were disposed of pursuant to the Transaction Agreement in exchange for a cash payment of $33,300 ($11.25 per ADS), subject to applicable tax withholding and an ADS cancellation fee.
- [F4]These ADSs are held by the MCM Irrevocable Trust, of which the reporting Person's spouse is trustee, and were disposed of pursuant to the Transaction Agreement for a cash payment of $641,812.50 ($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 $4,285,139.34 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 $121,780.56 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 $1,936,000 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.