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
  
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*
MORAN CHARLES E

(Last) (First) (Middle)
SKILLSOFT
107 NORTHEASTERN BLVD

(Street)
NASHUA NH 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/17/2004
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) 11 I By Spouse
American Depositary Shares(1) 2,367 I By Trust(2)
American Depositary Shares(1) 03/17/2004 03/17/2004 M 4,212 A $4.06 4,212 D
American Depositary Shares(1) 03/17/2004 03/17/2004 S(3) 4,212 D $9.8517 0 D
American Depositary Shares(1) 03/17/2004 03/17/2004 M 2,277 A $4.06 2,277 D
American Depositary Shares(1) 03/17/2004 03/17/2004 S(3) 2,277 D $10 0 D
American Depositary Shares(1) 03/17/2004 03/17/2004 S(4) 2,609 D $9.8788 718,001 I Trust(5)
American Depositary Shares(1) 03/17/2004 03/17/2004 S(6) 976 D $9.87 248,894 I Trust(7)
American Depositary Shares(1) 03/17/2004 03/17/2004 S(8) 976 D $9.87 248,894 I Trust(9)
American Depositary Shares(1) 03/17/2004 03/17/2004 S(10) 976 D $9.87 248,894 I Trust(11)
American Depositary Shares(1) 03/17/2004 03/17/2004 S(12) 976 D $9.87 248,894 I Trust(13)
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
Options to Purchase Ordinary Shares(14) $4.06 03/17/2004 03/17/2004 M 4,212 (15) 08/16/2012 Ordinary Shares(14) 4,212 (16) 1,376,605 D
Options to Purchase Ordinary Shares(14) $4.06 03/17/2004 03/17/2004 M 2,277 (15) 08/16/2012 Ordinary Shares(14) 2,277 (16) 1,374,328 D
Explanation of Responses:
1. American Depositary Shares (ADSs) evidenced by American Depositary Receipts, each of which represents one Ordinary Share, nominal value 0.11 (Euro) per Ordinary Share of SkillSoft Public Limited Company.
2. These shares were distributed to a trust by way of inheritance. Mr. Moran is the trustee of the trust and Mr. Moran's children are beneficiaries of the trust.
3. Sale made pursuant to Mr. Moran's Rule 10b5-1 Sales Plan adopted in December 2003.
4. Sale made pursuant to the Susan M. Moran Revocable Trust DTD 11-23-94 Rule 10b5-1 Sales Plan adopted in December 2003.
5. These ADSs were gifted to the Susan M. Moran Revocable Trust DTD 11-23-94 on May 15, 2003. Susan Moran, Mr. Moran's spouse, is the trustee of this trust. Mr. Moran disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Mr. Moran is the beneficial owner of these securities for the purposes of Section 16 or any other purpose.
6. Sale made pursuant to the Moran Children's Trust DTD FBO Kelly Moran Rule 10b5-1 Sales Plan adopted in December 2003.
7. These ADSs are held by the Moran Children's Trust DTD 3-4-98 FBO Kelly Moran. Susan Moran, Mr. Moran's spouse, is the trustee of this trust. Mr. Moran disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Mr. Moran is the beneficial owner of these securities for the purposes of Section 16 or any other purpose.
8. Sale made pursuant to the Moran Children's Trust DTD FBO Michael Moran Rule 10b5-1 Sales Plan adopted in December 2003.
9. These ADSs are held by the Moran Children's Trust DTD 3-4-98 FBO Michael Moran. Susan Moran, Mr. Moran's spouse, is the trustee of this trust. Mr. Moran disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Mr. Moran is the beneficial owner of these securities for the purposes of Section 16 or any other purpose.
10. Sale made pursuant to the Moran Children's Trust DTD FBO Katie Moran Rule 10b5-1 Sales Plan adopted in December 2003.
11. These ADSs are held by Moran Children's Trust DTD 3-4-98 FBO Katie Moran. Susan Moran, Mr. Moran's spouse, is the trustee of this trust. Mr. Moran disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Mr. Moran is the beneficial owner of these securities for the purposes of Section 16 or any other purpose.
12. Sale made pursuant to the Moran Children's Trust DTD FBO Kristin Moran Rule 10b5-1 Sales Plan adopted in December 2003.
13. These ADSs are held by the Moran Children's Trust DTD 3-4-98 FBO Kristin Moran. Susan Moran, Mr. Moran's spouse, is the trustee of this trust. Mr. Moran disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Mr. Moran is the beneficial owner of these securities for the purposes of Section 16 or any other purpose.
14. Each issued and outstanding Ordinary Share of the issuer, or option to purchase an ordinary share of the issuer, is represented by one (1) ADS.
15. 414,295 of the shares subject to this option vested on August 16, 2003. 138,098 of the shares subject to this option vested on December 16, 2003. The remaining shares subject to the option vest each month thereafter.
16. Not applicable; the transaction being reported is an exercise of an option to purchase Ordinary Shares of the issuer.
Greg Porto (For Charles Moran) 03/18/2004
** 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.
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 Number.