Onex US Principals Form 3 CLARIVATE / GERALD W SCHWARTZ ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Onex US Principals LP

(Last) (First) (Middle)

165 W CENTER STREET, SUITE 401

(Street)

MARION OH 43302

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2021

3. Issuer Name and Ticker or Trading Symbol
CLARIVATE Plc [ CCC ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	71,418,266	I	See footnotes(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Onex US Principals LP

(Last) (First) (Middle)

165 W CENTER STREET, SUITE 401

(Street)

MARION OH 43302

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

New PCo GP Inc

(Last) (First) (Middle)

161 BAY STREET

(Street)

TORONTO A6 M5J 2S1

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

New PCo A LP

(Last) (First) (Middle)

161 BAY STREET

(Street)

TORONTO A6 M5J 2S1

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCHWARTZ GERALD W

(Last) (First) (Middle)

161 BAY STREET

(Street)

TORONTO A6 M5J 2S1

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Onex Private Equity Holdings LLC

(Last) (First) (Middle)

165 W CENTER STREET, SUITE 401

(Street)

MARION OH 43302

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Onex American Holdings Subco LLC

(Last) (First) (Middle)

165 W CENTER STREET, SUITE 401

(Street)

MARION OH 43302

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Onex Partners Holdings LLC

(Last) (First) (Middle)

165 W CENTER STREET, SUITE 401

(Street)

MARION OH 43302

(City) (State) (Zip)

Explanation of Responses:

1. Represents: (i) 26,454,617 ordinary shares held by Onex Partners IV LP ("Onex IV"), (ii) 1,307,836 ordinary shares held by Onex Partners IV PV LP ("Onex IV PV"), (iii) 183,130 ordinary shares held by Onex Partners IV Select LP ("Onex IV Select"), (iv) 756,574 ordinary shares held by Onex Partners IV GP LP ("Onex IV GP"), (v) 974,797 ordinary shares held by Onex US Principals LP ("Onex US"), (vi) 24,697,644 ordinary shares held by Onex Partners Holdings LLC ("Onex Holdings"), (vii) 1,563,583 ordinary shares held by New PCo A LP ("New PCo") and (viii) 15,480,085 ordinary shares held by Onex Camelot Co-Invest LP ("Onex Camelot").

2. Onex Corporation may be deemed to beneficially own the ordinary shares held by (a) each of Onex IV, Onex IV PV, Onex Camelot, Onex IV GP and Onex IV Select, through its ownership of all of the common stock of Onex Partners Canadian GP Inc., which owns all of the equity of (i) Onex Partners IV GP Limited, which is the general partner of Onex IV GP, which is the general partner of each of Onex IV, Onex IV PV and Onex Camelot; and (ii) Onex Partners IV GP LLC, which is the general partner of Onex IV Select; (b) Onex US, through its ownership of all of the equity of Onex Private Equity Holdings LLC, which owns all of the equity of Onex American Holdings GP LLC, the general partner of Onex US; and (c) Onex Holdings, through its ownership of all of the equity of Onex Private Equity Holdings LLC, which owns all of the equity of Onex American Holdings Subco LLC, which is the majority owner of Onex Holdings.

3. New PCo GP Inc. is the general partner of New PCo and as such may be deemed to beneficially own the ordinary shares held by New PCo. Mr. Gerald W. Schwartz beneficially owns all of the shares held by Onex Corporation and indirectly controls New PCo GP Inc., and as such Mr. Schwartz may be deemed to share beneficial ownership of the shares beneficially owned by Onex Corporation and New PCo GP Inc.

Remarks:

Due to the limitations of the SEC's electronic filing system, each of Onex Corporation, Onex Partners Canadian GP Inc., Onex Partners IV GP Limited, Onex Partners IV GP LP, Onex Partners IV LP, Onex Partners IV PV LP, Onex Camelot Co-Invest LP, Onex Partners IV GP LLC, Onex Partners IV Select LP and Onex American Holdings GP LLC are filing a separate Form 4.

	Onex US Principals LP By: Onex American Holdings GP LLC, its general partner By: /s/ Joshua Hausman, Director	01/04/2020
	Onex Private Equity Holdings LLC By: /s/ Joshua Hausman, Director	01/04/2020
	Onex American Holdings Subco LLC By: /s/ Joshua Hausman, Director	01/04/2020
	Onex Partners Holdings LLC By: /s/ Joshua Hausman, Director	01/04/2020
	New PCo GP Inc. By: /s/ Michelle Iskander, Secretary	01/04/2020
	New PCo A LP By: New PCo GP Inc., its general partner By: /s/ Michelle Iskander, Secretary	01/04/2020
	Gerald W. Schwartz By: /s/ Andrea E. Daly, attorney-in-fact	01/04/2020
	** Signature of Reporting Person	Date
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