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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/29/2017 | 3. Issuer Name and Ticker or Trading Symbol CISION LTD. [ CISN ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 82,075,873(1) | D(2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Warrants | 07/29/2017 | 06/29/2022 | Ordinary Shares | 1,969,841(4) | 11.5 | D(2)(3) | |
Right to Receive Ordinary Shares | (5) | 06/29/2022 | Ordinary Shares | 2,000,000 | (5) | D(2)(3) | |
Right to Receive Ordinary Shares | (6) | 06/29/2022 | Ordinary Shares | 2,000,000 | (6) | D(2)(3) | |
Right to Receive Ordinary Shares | (7) | 06/29/2022 | Ordinary Shares | 2,000,000 | (7) | D(2)(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Canyon Holdings (Cayman), L.P. ("Canyon Holdings") acquired these securities on June 29, 2017 pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 19, 2017, by and among Capitol Acquisition Corp. III ("Capitol"), Cision Ltd. (the "Issuer"), Capital Acquisition Merger Sub, Inc., Canyon Holdings and Canyon Holdings S.a r.l. ("Cision") as consideration for the contribution of all of Canyon Holdings' equity interest in Cision to the Issuer. The Merger Agreement and the related sponsor support agreement (the "Sponsor Support Agreement"), dated as of March 19, 2017, by and among the Issuer, Capitol, Canyon Holdings, Cision and the other parties thereto, provide that Canyon Holdings will receive additional ordinary shares of the Issuer upon the occurrence of certain Issuer corporate events. Canyon Holdings' right to receive additional shares became became fixed and irrevocable on June 29, 2017, the effective date of the merger. |
2. Canyon Holdings is the direct beneficial owner of the securities reported in Table I and Table II. Canyon Partners, Ltd. ("Canyon Partners") is the general partner of Canyon Holdings and GTCR Investment X AIV Ltd. ("GTCR AIV") is the sole shareholder of Canyon Partners. Canyon Holdings and GTCR AIV are each managed by a ten-member board of directors (respectively, the "Canyon Board of Directors" and the "AIV Board of Directors"). |
3. Canyon Partners, GTCR AIV and the individual members of each of the Canyon Board of Directors and the AIV Board of Directors disclaim beneficial ownership of the securities reported in Table I and Table II except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
4. Canyon Holdings acquired these securities on June 29, 2017 pursuant to the Merger Agreement as consideration for the contribution of all of Canyon Holdings' equity interest in Cision to the Issuer. The Merger Agreement and the Sponsor Support Agreement provide that Canyon Holdings will receive additional warrants to purchase ordinary shares of the Issuer upon the occurrence of certain Issuer corporate events. Canyon Holdings' right to receive additional warrants became became fixed and irrevocable on June 29, 2017, the effective date of the merger. |
5. Pursuant to the Merger Agreement, if at any time prior to June 29, 2022 (the "Expiration Date"), the closing market price of ordinary shares of the Issuer exceeds $13.00 for any period of 20 trading days out of 30 consecutive trading days, Canyon Holdings is irrevocably committed to receive, and the Issuer is obligated to issue to Canyon Holdings, an additional 2,000,000 ordinary shares. The Reporting Persons' right to receive such additional ordinary shares became fixed and irrevocable on June 29, 2017, the effective date of the merger. |
6. Pursuant to the Merger Agreement, if at any time prior to the Expiration Date, the closing market price of ordinary shares of the Issuer exceeds $16.00 for any period of 20 trading days out of 30 consecutive trading days, Canyon Holdings is irrevocably committed to receive, and the Issuer is obligated to issue to Canyon Holdings, an additional 2,000,000 ordinary shares. The Reporting Persons' right to receive such additional ordinary shares became fixed and irrevocable on June 29, 2017, the effective date of the merger. |
7. Pursuant to the Merger Agreement, if at any time prior to the Expiration Date, the closing market price of ordinary shares of the Issuer exceeds $19.00 for any period of 20 trading days out of 30 consecutive trading days, Canyon Holdings is irrevocably committed to receive, and the Issuer is obligated to issue to Canyon Holdings, an additional 2,000,000 ordinary shares. The Reporting Persons' right to receive such additional ordinary shares became fixed and irrevocable on June 29, 2017, the effective date of the merger. |
Remarks: |
Canyon Holdings has the right to designate three nominees for election to the board of directors of Cision Ltd. Messrs. Stephen P. Master, Mark M. Anderson and Philip A. Canfield currently serve on the board of directors of Cision Ltd. as the designees of Canyon Holdings. |
CANYON HOLDINGS (CAYMAN), L.P., By: /s/ Jeffrey S. Wright Name: Jeffrey S. Wright, Title: Appointed Officer | 07/05/2017 | |
CANYON PARTNERS, LTD., By: /s/ Jeffrey S. Wright Name: Jeffrey S. Wright, Title: Appointed Officer | 07/05/2017 | |
GTCR INVESTMENT X AIV LTD., By: /s/ Jeffrey S. Wright Name: Jeffrey S. Wright, Title: Appointed Officer | 07/05/2017 | |
** 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 5 (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. |