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^*

TOWNSEND MARK

(Last)

(First)

(Middle)

20 INDUSTRIAL PARK DR

(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)
	EVP Technology

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2004

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)
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⁾	04/28/2004	04/28/2004	M		20,000	A	$6.36	415,958	D
American Depositary Shares⁽¹⁾	04/28/2004	04/28/2004	S⁽²⁾		20,000	D	$12.9643	395,958	D
American Depositary Shares⁽¹⁾								59,185	I	Trust⁽³⁾

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⁽⁴⁾	$6.36	04/28/2004	04/28/2004	M			20,000	⁽⁵⁾	09/27/2011	Ordinary Shares⁽⁴⁾	20,000	⁽⁶⁾	176,739	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 share, of Skillsoft Public Limited Company.

2. Sale made pursuant to Mr. Townsend's Rule 10b5-1 Plan adopted in April 2004.

3. These shares are held in the trust for the benefit of Mr. Townsend's wife, children, and grand children. Mr. Townsend's spouse is the trustee of the trust. Mr. Townsend disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Mr. Townsend is the beneficial owner of these securities for the purposes of Section 16 or any other purpose.

4. 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.

5. 25% of the shares subject to this option vested on September 27, 2002 and 1/48th of the shares subject to the option vest each month thereafter.

6. Not applicable; the transaction being reported is an exercise of an option to purchase Ordinary Shares of the issuer.

	Greg Porto (For Mark Townsend)	04/29/2004
	** 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).
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