Onex US Principals Form 4 CLARIVATE / GERALD W SCHWARTZ ownership change

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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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^*

Onex US Principals LP

(Last) (First) (Middle)

165 W CENTER STREET, SUITE 401

(Street)

MARION OH 43302

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CLARIVATE Plc [ CLVT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2021

4. 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 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
Ordinary Shares	06/14/2021		S		10,562,882	D	$25.22	60,855,384	I	See footnotes(1)(2)(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)
				Code	V	(A)	(D)	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. Following the transaction reported herein, represents: (i) 22,541,934 ordinary shares held by Onex Partners IV LP ("Onex IV"), (ii) 1,114,405 ordinary shares held by Onex Partners IV PV LP ("Onex IV PV"), (iii) 156,045 ordinary shares held by Onex Partners IV Select LP ("Onex IV Select"), (iv) 644,675 ordinary shares held by Onex Partners IV GP LP ("Onex IV GP"), (v) 830,623 ordinary shares held by Onex US Principals LP ("Onex US"), (vi) 21,044,821 ordinary shares held by Onex Partners Holdings LLC ("Onex Holdings"), (vii) 1,332,327 ordinary shares held by New PCo A LP ("New PCo") and (viii) 13,190,554 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	06/16/2021
	Onex Private Equity Holdings LLC By: /s/ Joshua Hausman, Director	06/16/2021
	Onex American Holdings Subco LLC By: /s/ Joshua Hausman, Director	06/16/2021
	Onex Partners Holdings LLC By: /s/ Joshua Hausman, Director	06/16/2021
	New PCo GP Inc. By: /s/ Michelle Iskander, Secretary	06/16/2021
	New PCo A LP By: New PCo GP Inc., its general partner By: /s/ Michelle Iskander, Secretary	06/16/2021
	Gerald W. Schwartz By: /s/ Andrea E. Daly, attorney-in-fact	06/16/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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