Cision (CISN) 424B3 Prospectus supplement

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-217256

Prospectus Supplement No. 3
(to Prospectus dated July 28, 2017)

22,500,000 Shares

This prospectus supplement updates and supplements the prospectus dated July 28, 2017 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-217256). This prospectus supplement is being filed to update and supplement the information in the Prospectus, with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 3, 2017 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

This prospectus relates to the issuance by us of up to 22,500,000 Ordinary Shares, par value $0.0001 per share (“Ordinary Shares”), upon the exercise of warrants (the “Warrants”) that were originally issued by Capitol Acquisition Corp. III, a Delaware corporation (“Capitol”), in connection with its initial public offering.

This prospectus supplement should be read in conjunction with the Prospectus. This prospectus supplement updates and supplements the information in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our Ordinary Shares and Warrants are listed on the New York Stock Exchange under the symbol “CISN” and “CISN WS”, respectively. On November 2, 2017, the closing sale prices of our Ordinary Shares and Warrants were $12.95 and $3.06, respectively.

Investing in our Ordinary Shares involves risks that are described in the “Risk Factors” section beginning on page 8 of the Prospectus and beginning on page 36 of our Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 9, 2017, and under similar headings in any further amendments or supplements to the Prospectus before you decide whether to invest in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 3, 2017.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 3, 2017

CISION LTD.

(Exact Name of Registrant as Specified in Charter)

Cayman Islands	000-38140	N/A
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

130 East Randolph Street, 7th Floor Chicago, Illinois	60601
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:866-639-5087

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13c-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth companyx

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

Item 3.02 Unregistered Sales of Equity Securities.

Pursuant to that certain Agreement and Plan of Merger by and among Capitol Acquisition Corp. III, Capitol Acquisition Holding Company Ltd., later renamed “Cision Ltd.” (the “Company”), Capital Acquisition Merger Sub, Inc., Canyon Holdings (Cayman) L.P. (“Canyon”) and Canyon Holdings s.à r.l., dated as of March 19, 2017 (as amended, the “Merger Agreement”), to induce Canyon to enter into the transactions contemplated by the Merger Agreement, the Company agreed to make an earn-out payment to Canyon of 2,000,000 ordinary shares of the Company (the “Earn-Out Shares”) for no additional consideration from Canyon if the Company’s ordinary share price had exceeded $13.00 for any period of 20 trading days out of 30 consecutive trading days. On October 30, 2017, based on the achievement of the milestone described above, the Company became obligated to issue to Canyon the Earn-Out Shares. The Earn-Out Shares were issued to Canyon on November 3, 2017 in accordance with the terms of the Merger Agreement. The issuance of these ordinary shares was deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act. No underwriters were involved in the issuance of these ordinary shares.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 3, 2017

CISION LTD.
By:	/s/ Jack Pearlstein
	Name: Jack Pearlstein
	Title: Chief Financial Officer