SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCDONALD THOMAS J

(Last)

(First)

(Middle)

107 NORTHEASTERN BLVD

(Street)

NASHUA

03062

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SKILLSOFT PUBLIC LIMITED CO [ SKIL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO and EVP Operations

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
American Depositary Shares⁽¹⁾	05/26/2010		D		1,321	D	⁽²⁾	0	D
American Depositary Shares⁽¹⁾	05/26/2010		D		1,953	D	⁽³⁾	0	I	See Footnote⁽³⁾
American Depositary Shares⁽¹⁾	05/26/2010		D		1,953	D	⁽⁴⁾	0	I	See Footnote⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Purchase Ordinary Shares⁽⁵⁾	$4.06	05/26/2010		D			631,959	⁽⁶⁾	08/16/2012	Ordinary Shares⁽⁵⁾	631,959	⁽⁶⁾	0	D
Option to Purchase Ordinary Shares⁽⁵⁾	$6.36	05/26/2010		D			206,739	⁽⁷⁾	09/27/2011	Ordinary Shares⁽⁵⁾	206,739	⁽⁷⁾	0	D
Option to Purchase Ordinary Shares⁽⁵⁾	$6.41	05/26/2010		D			800,000	⁽⁸⁾	12/05/2013	Ordinary Shares⁽⁵⁾	800,000	⁽⁸⁾	0	D

Explanation of Responses:

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 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 $14,861.25 ($11.25 per ADS), subject to applicable tax withholding and an ADS cancellation fee.

3. 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 in exchange for a cash payment of $21,971.25 ($11.25 per ADS), subject to applicable tax withholding and an ADS cancellation fee.

4. These ADSs represent the aggregate number of shares held by Mr. McDonald as custodian for his daughter under the Uniform Gifts to Minors Act, and were disposed of pursuant to the Transaction Agreement for a cash payment of $21,971.25 ($11.25 per ADS), subject to applicable tax withholding and an ADS cancellation fee.

5. Each issued and oustanding Ordinary Share of the issuer, or option to purchase an Ordinary Share of the issuer, is represented by one ADS.

6. This option, which was 100% vested at 8/16/2006, was cancelled pursuant to the Transaction Agreement, in exchange for a cash payment of $4,543,785.21 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 at 09/27/2005, was cancelled pursuant to the Transaction Agreement, in exchange for a cash payment of $1,010,953.71 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 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 $3,872,000 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.

Remarks:

	Thomas McDonald	05/27/2010
	** Signature of Reporting Person	Date
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.
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