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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

PURAKAYASTHA APRATIM		 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)
CHIEF PRODUCT & TECH. OFFICER
(Last)          (First)          (Middle)

C/O SKILLSOFT CORP., 300 INNOVATIVE WAY #201		 3. Date of Earliest Transaction (MM/DD/YYYY)

5/1/2023
(Street)

NASHUA, NH 03062		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (1)5/1/2023  D     129000   (1) (1)Class A Common Stock 129000 $0 0 D 
 
Restricted Stock Units  (2)5/1/2023  A   96750     (3) (3)Class A Common Stock 96750 $0 96750 D 
 
Explanation of Responses:
(1) The restricted stock units ("RSUs") were canceled by mutual agreement of the reporting person and the Issuer. The reporting person received replacement RSUs, relating to 96,750 shares of Class A common stock (75% of the original RSU grant), as consideration for the cancellation. The original RSUs were disclosed in a Form 4 filed on June 14, 2021 and were scheduled to vest in four equal annual installments if the closing price of a share of Class A common stock, as reported on the New York Stock Exchange, equaled or exceeded $12.50 on at least 20 out of 30 consecutive trading days prior to June 11, 2025.
(2) Each RSU represents a contingent right to receive one share of Class A common stock of the Issuer. These RSUs replace RSUs previously granted to recipient on June 11, 2021.
(3) The RSUs vest in two equal annual installments beginning May 1, 2024.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
PURAKAYASTHA APRATIM
C/O SKILLSOFT CORP.
300 INNOVATIVE WAY #201
NASHUA, NH 03062

CHIEF PRODUCT & TECH. OFFICER
Signatures
/s/ Carrie Etherton, Attorney-in-Fact for Apratim Purakayastha5/3/2023
**Signature of Reporting PersonDate
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 control number.
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