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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CLARIVATE Plc [ CLVT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/20/2021 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/20/2021 | M | 41,721.6 | A | $0 | 946,154.6 | D | |||
| Ordinary Shares | 12/20/2021 | D | 41,721.6 | D | $23.7795 | 904,433 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Phantom Shares | $0.0(1) | 12/20/2021 | M(2) | 15,509(3) | (1) | (1) | Ordinary Shares | 41,721.6 | $0 | 0 | D(3) | ||||
| Explanation of Responses: |
| 1. Represents phantom awards (the "Phantom Shares") granted to the reporting person under the CPA Global Employee Phantom Share Plan (the "Phantom Plan"), which vested on October 1, 2021. Each Phantom Share is the equivalent of approximately 2.7 ordinary shares of the Issuer and entitle the reporting person to a cash payment equal to the weighted average sale price of all ordinary shares of the Issuer held by Capri Acquisition Topco Limited ("Capri TopCo"), or by an employee benefit trust on behalf of the reporting person, with respect to all Phantom Shares awarded under the Phantom Plan, multiplied by the number of ordinary shares of the Issuer underlying the reporting person's Phantom Shares. |
| 2. Represents the settlement of Phantom Shares held by the reporting person, as described in more detail in footnote 1, for cash. |
| 3. The reporting person's Form 3, filed on July 14, 2021, reported the Phantom Shares as indirectly held by Capri Topco. While the ordinary shares of the Issuer underlying the Phantom Shares were held by Capri TopCo, or by an employee benefit trust on behalf of the reporting person, the reporting person directly holds the Phantom Shares. |
| Remarks: |
| /s/ Julio Martin, Attorney in Fact | 12/21/2021 | |
| ** 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). | ||
| 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. | ||