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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* PRONDZYNSKI FERDINAND VON (Last) (First) (Middle) DUBLIN CITY UNIVERSITY DUBLIN 9 (Street) IRELAND L2 9 (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) X Director 10% Owner Officer (give title below) Other (specify below)
	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)
			Code	V	Amount	(A) or (D)	Price
American Depositary Shares(1)	05/26/2010		D		10	D	(2)	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase Ordinary Shares(3)	$20.68	05/26/2010		D			25,000	(4)	11/26/2011	Ordinary Shares(3)	25,000	(4)	0	D
Option to Purchase Ordinary Shares(3)	$8.65	05/26/2010		D			10,000	(5)	01/01/2014	Ordinary Shares(3)	10,000	(5)	0	D
Option to Purchase Ordinary Shares(3)	$5.65	05/26/2010		D			10,000	(6)	01/01/2015	Ordinary Shares(3)	10,000	(6)	0	D
Option to Purchase Ordinary Shares(3)	$5.5	05/26/2010		D			10,000	(7)	01/01/2016	Ordinary Shares(3)	10,000	(7)	0	D
Option to Purchase Ordinary Shares(3)	$6.21	05/26/2010		D			10,000	(8)	01/01/2017	Ordinary Shares(3)	10,000	(8)	0	D
Option to Purchase Ordinary Shares(3)	$9.56	05/26/2010		D			20,000	(9)	01/01/2018	Ordinary Shares(3)	20,000	(9)	0	D
Option to Purchase Ordinary Shares(3)	$7.14	05/26/2010		D			20,000	(10)	01/01/2019	Ordinary Shares(3)	20,000	(10)	0	D
Option to Purchase Ordinary Shares(3)	$10.48	05/26/2010		D			20,000	(11)	01/01/2020	Ordinary Shares(3)	20,000	(11)	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 in the Reporting Person's name, 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 $112.50 ($11.25 per ADS), subject to applicable tax withholding and an ADS cancellation fee.

3. Each issued and outstanding Ordinary Share of the issuer, or option to purchase an ordinary share of the issuer, is represented by one ADS.

4. This option was 100% fully vested on 11/26/05. Pursuant to the terms of the Transaction Agreement, this option, the exercise price of which exceeds the transaction consideration of $11.25 per share, was cancelled with no consideration paid to the Reporting Person.

5. This option, which was 100% vested on 1/1/08, was cancelled pursuant to the Transaction Agreement, in exchange for a cash payment of $26,000.00 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.

6. This option, which was 100% vested on 1/1/09, was cancelled pursuant to the Transaction Agreement, in exchange for a cash payment of $56,000.00 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 on 1/1/07, was cancelled pursuant to the Transaction Agreement, in exchange for a cash payment of $57,500.00 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 was 100% vested on 1/1/08, was cancelled pursuant to the Transaction Agreement, in exchange for a cash payment of $50,400.00 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.

9. This option, which was 100% vested on 1/1/09, was cancelled pursuant to the Transaction Agreement, in exchange for a cash payment of $33,800.00 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.

10. This option, which was 100% vested on 1/1/10, was cancelled pursuant to the Transaction Agreement, in exchange for a cash payment of $82,200.00 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.

11. This option, which vests 100% on 1/1/11, was cancelled pursuant to the Transaction Agreement, in exchange for a cash payment of $15,400.00 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:

	/s/Greg Porto (for Ferdinand von Prondzynski)	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).
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