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MIH Learning B.V.

Disclosed activity across 1 company

Tapewire entity
123639
SEC CIK
0001864058

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
Skillsoft Corp.SKIL · Entity 2275Director · 10% ownerSeptember 16, 2022September 21, 2022

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

Skillsoft Corp.

Report date September 16, 2022 · Filed September 21, 2022

Jointly reported with NASPERS LTD, PROSUS N.V.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A common stock, par value $0.0001 per shareSEC Table I · non-derivativeIndirectSee Footnotes61,261,708 Reported balance After 2022-09-16 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2022-09-16 · Other · Acquired 11,481 · Balance 61,261,708

F1: On April 4, 2022, the Issuer consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of December 22, 2021 (the "Merger Agreement"), by and among the Issuer, Ryzac, Inc., a Delaware corporation ("Codecademy"), Skillsoft Finance II, Inc., a Delaware corporation and indirect wholly-owned subsidiary of the Issuer ("Borrower"), Skillsoft Newco I, Inc., a Delaware corporation and direct wholly-owned subsidiary of Borrower ("Merger Sub I"), Skillsoft Newco II, LLC, a Delaware limited liability company and direct wholly-owned subsidiary of Borrower ("Merger Sub II"), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the representative of the equity holders of Codecademy, pursuant to which, subject to the terms and conditions set forth therein, Merger Sub I merged with and into Codecademy (the "First Merger"), with Codecademy being the surviving corporation of the First Merger (the "Surviving Corporation"),

F2: (Continued from footnote 1) and immediately following the First Merger and as part of the same overall transaction, the Surviving Corporation merged with and into Merger Sub II, with Merger Sub II being the surviving company and an indirect wholly-owned subsidiary of the Company (the "Second Merger" and, together with the First Merger, the "Mergers"). Pursuant to the purchase price adjustment provision of the Merger Agreement, the Reporting Persons received 11,481 shares of Class A common stock.

F3: Includes (i) 11,550 shares that were released from escrow in accordance with the terms of the Merger Agreement on September 16, 2022 and (ii) 181,896 shares currently held in escrow in accordance with the terms of the Merger Agreement.

F4: As described in the Schedule 13D filed with the Securities and Exchange Commission by Naspers Limited on June 11, 2021, as amended on April 6, 2022, Naspers Limited employs a differentiated voting structure involving two South African entities, Naspers Beleggings (RF) Beperk ("Nasbel") and Keeromstraat 30 Beleggings (RF) Beperk ("Keerom"), the sole remit of which is to protect the continued independence of Naspers. Each of Nasbel and Keerom disclaims beneficial ownership of all shares of Class A common stock owned by the Reporting Persons, except to the extent of their respective pecuniary interest therein.

F5: Represents shares of Class A common stock indirectly held by Naspers Limited and directly held by its indirect subsidiary MIH Learning B.V. MIH Learning B.V. is a wholly-owned subsidiary of NNV Holdings B.V., which is a wholly-owned subsidiary of MIH ecommerce Holdings B.V. MIH ecommerce Holdings B.V. is a wholly-owned subsidiary of MIH Internet Holdings B.V., which is a wholly-owned subsidiary of Prosus. N.V. Prosus N.V. is approximately 72.4% owned by Naspers Limited.

Filing footnotes · ownership attribution and instrument terms

F1: On April 4, 2022, the Issuer consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of December 22, 2021 (the "Merger Agreement"), by and among the Issuer, Ryzac, Inc., a Delaware corporation ("Codecademy"), Skillsoft Finance II, Inc., a Delaware corporation and indirect wholly-owned subsidiary of the Issuer ("Borrower"), Skillsoft Newco I, Inc., a Delaware corporation and direct wholly-owned subsidiary of Borrower ("Merger Sub I"), Skillsoft Newco II, LLC, a Delaware limited liability company and direct wholly-owned subsidiary of Borrower ("Merger Sub II"), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the representative of the equity holders of Codecademy, pursuant to which, subject to the terms and conditions set forth therein, Merger Sub I merged with and into Codecademy (the "First Merger"), with Codecademy being the surviving corporation of the First Merger (the "Surviving Corporation"),

F2: (Continued from footnote 1) and immediately following the First Merger and as part of the same overall transaction, the Surviving Corporation merged with and into Merger Sub II, with Merger Sub II being the surviving company and an indirect wholly-owned subsidiary of the Company (the "Second Merger" and, together with the First Merger, the "Mergers"). Pursuant to the purchase price adjustment provision of the Merger Agreement, the Reporting Persons received 11,481 shares of Class A common stock.

F3: Includes (i) 11,550 shares that were released from escrow in accordance with the terms of the Merger Agreement on September 16, 2022 and (ii) 181,896 shares currently held in escrow in accordance with the terms of the Merger Agreement.

F4: As described in the Schedule 13D filed with the Securities and Exchange Commission by Naspers Limited on June 11, 2021, as amended on April 6, 2022, Naspers Limited employs a differentiated voting structure involving two South African entities, Naspers Beleggings (RF) Beperk ("Nasbel") and Keeromstraat 30 Beleggings (RF) Beperk ("Keerom"), the sole remit of which is to protect the continued independence of Naspers. Each of Nasbel and Keerom disclaims beneficial ownership of all shares of Class A common stock owned by the Reporting Persons, except to the extent of their respective pecuniary interest therein.

F5: Represents shares of Class A common stock indirectly held by Naspers Limited and directly held by its indirect subsidiary MIH Learning B.V. MIH Learning B.V. is a wholly-owned subsidiary of NNV Holdings B.V., which is a wholly-owned subsidiary of MIH ecommerce Holdings B.V. MIH ecommerce Holdings B.V. is a wholly-owned subsidiary of MIH Internet Holdings B.V., which is a wholly-owned subsidiary of Prosus. N.V. Prosus N.V. is approximately 72.4% owned by Naspers Limited.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
September 16, 2022 Filed Sep 21, 2022 20:30 UTC Skillsoft Corp. SKIL · Entity 2275 OtherClass A common stock, par value $0.0001 per share 11,481 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-22-031646 · doc4.xml · nonDerivative · entry 1

NASPERS LTD · CIK 0001106051 · Director · 10% owner

Prosus N.V. · CIK 0001864839 · Director · 10% owner

MIH Learning B.V. · CIK 0001864058 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 61,261,708

F1 · price: On April 4, 2022, the Issuer consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of December 22, 2021 (the "Merger Agreement"), by and among the Issuer, Ryzac, Inc., a Delaware corporation ("Codecademy"), Skillsoft Finance II, Inc., a Delaware corporation and indirect wholly-owned subsidiary of the Issuer ("Borrower"), Skillsoft Newco I, Inc., a Delaware corporation and direct wholly-owned subsidiary of Borrower ("Merger Sub I"), Skillsoft Newco II, LLC, a Delaware limited liability company and direct wholly-owned subsidiary of Borrower ("Merger Sub II"), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the representative of the equity holders of Codecademy, pursuant to which, subject to the terms and conditions set forth therein, Merger Sub I merged with and into Codecademy (the "First Merger"), with Codecademy being the surviving corporation of the First Merger (the "Surviving Corporation"),

F2 · price: (Continued from footnote 1) and immediately following the First Merger and as part of the same overall transaction, the Surviving Corporation merged with and into Merger Sub II, with Merger Sub II being the surviving company and an indirect wholly-owned subsidiary of the Company (the "Second Merger" and, together with the First Merger, the "Mergers"). Pursuant to the purchase price adjustment provision of the Merger Agreement, the Reporting Persons received 11,481 shares of Class A common stock.

F3 · balance_after: Includes (i) 11,550 shares that were released from escrow in accordance with the terms of the Merger Agreement on September 16, 2022 and (ii) 181,896 shares currently held in escrow in accordance with the terms of the Merger Agreement.

F4 · ownership.nature: As described in the Schedule 13D filed with the Securities and Exchange Commission by Naspers Limited on June 11, 2021, as amended on April 6, 2022, Naspers Limited employs a differentiated voting structure involving two South African entities, Naspers Beleggings (RF) Beperk ("Nasbel") and Keeromstraat 30 Beleggings (RF) Beperk ("Keerom"), the sole remit of which is to protect the continued independence of Naspers. Each of Nasbel and Keerom disclaims beneficial ownership of all shares of Class A common stock owned by the Reporting Persons, except to the extent of their respective pecuniary interest therein.

F5 · ownership.nature: Represents shares of Class A common stock indirectly held by Naspers Limited and directly held by its indirect subsidiary MIH Learning B.V. MIH Learning B.V. is a wholly-owned subsidiary of NNV Holdings B.V., which is a wholly-owned subsidiary of MIH ecommerce Holdings B.V. MIH ecommerce Holdings B.V. is a wholly-owned subsidiary of MIH Internet Holdings B.V., which is a wholly-owned subsidiary of Prosus. N.V. Prosus N.V. is approximately 72.4% owned by Naspers Limited.

Read SEC document
April 04, 2022 Filed Apr 6, 2022 23:35 UTC Skillsoft Corp. SKIL · Entity 2275 OtherClass A common stock, par value $0.0001 per share 11,250,228 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-22-014158 · doc4.xml · nonDerivative · entry 1

NASPERS LTD · CIK 0001106051 · Director · 10% owner

Prosus N.V. · CIK 0001864839 · Director · 10% owner

MIH Learning B.V. · CIK 0001864058 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 61,250,228

F1 · price: On April 4, 2022, the Issuer consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of December 22, 2021 (the "Merger Agreement"), by and among the Issuer, Ryzac, Inc., a Delaware corporation ("Codecademy"), Skillsoft Finance II, Inc., a Delaware corporation and indirect wholly-owned subsidiary of the Issuer ("Borrower"), Skillsoft Newco I, Inc., a Delaware corporation and direct wholly-owned subsidiary of Borrower ("Merger Sub I"), Skillsoft Newco II, LLC, a Delaware limited liability company and direct wholly-owned subsidiary of Borrower ("Merger Sub II"), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the representative of the equity holders of Codecademy, pursuant to which, subject to the terms and conditions set forth therein, Merger Sub I merged with and into Codecademy (the "First Merger"), with Codecademy being the surviving corporation of the First Merger (the "Surviving Corporation"),

F2 · price: (Continued from footnote 1) and immediately following the First Merger and as part of the same overall transaction, the Surviving Corporation merged with and into Merger Sub II, with Merger Sub II being the surviving company and an indirect wholly-owned subsidiary of the Company (the "Second Merger" and, together with the First Merger, the "Mergers"). In connection with the Mergers, the Reporting Persons received 11,250,228 shares of Class A common stock as merger consideration (including 193,447 shares currently held in escrow in accordance with the terms of the Merger Agreement).

F3 · ownership.nature: As described in the Schedule 13D filed with the Securities and Exchange Commission by Naspers Limited on June 11, 2021, as amended on April 6, 2022, Naspers Limited employs a differentiated voting structure involving two South African entities, Naspers Beleggings (RF) Beperk ("Nasbel") and Keeromstraat 30 Beleggings (RF) Beperk ("Keerom"), the sole remit of which is to protect the continued independence of Naspers. Each of Nasbel and Keerom disclaims beneficial ownership of all shares of Class A common stock owned by the Reporting Persons, except to the extent of their respective pecuniary interest therein.

F4 · ownership.nature: Represents shares of Class A common stock indirectly held by Naspers Limited and directly held by its indirect subsidiary MIH Learning B.V. MIH Learning B.V. is a wholly-owned subsidiary of NNV Holdings B.V., which is a wholly-owned subsidiary of MIH ecommerce Holdings B.V. MIH ecommerce Holdings B.V. is a wholly-owned subsidiary of MIH Internet Holdings B.V., which is a wholly-owned subsidiary of Prosus. N.V. Prosus N.V. is approximately 72.4% owned by Naspers Limited.

Read SEC document

Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.