SEC Form 4 · accession 0001144204-17-041236
CISION LTD. · CISN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Ein
Director
Period of report
Aug 4, 2017
Accepted (ET)
Aug 8, 2017 · 4:32 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001701040
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F2,F3,F4,F5 | Aug 4, 2017 | A | 44,757 | $10.00 | A | 4,740,135 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF1,F2,F4 | $11.50 | Aug 4, 2017 | A | 43,259 | A | Aug 4, 2017 | Jun 29, 2022 | Ordinary Shares | 43,259 | 4,324,307 | I |
Explanation of responses
- F1On August 4, 2017, Capitol Acquisition Management 3 LLC became entitled to receive the securities reported herein pursuant to an "earn-out" provision in the sponsor support agreement, dated as of March 19, 2017 (the "Sponsor Support Agreement") in connection with the combination of Canyon Holdings S.a r.l. ("Cision") and Capitol Acquisition Corp. III ("Capitol") pursuant to the Agreement and Plan of Merger, dated as of March 19, 2017, by and among Capitol, the Issuer, Capital Acquisition Merger Sub, Inc., Canyon Holdings (Cayman), L.P. and Cision (the "Merger Agreement").
- F2The Sponsor Support Agreement provided that Capitol Acquisition Management 3 LLC and certain other parties thereto would receive additional ordinary shares of the Issuer ("Ordinary Shares") and warrants to purchase Ordinary Shares for no additional consideration upon the occurrence of certain corporate events, including the Issuer's repayment of all of its outstanding indebtedness under its second lien credit facility. On August 4, 2017, the Issuer repaid all of its outstanding indebtedness under its second lien credit facility. The Merger Agreement valued the Ordinary Shares at $10 per share. The reporting person's right to receive the securities reported herein upon the occurrence of certain corporate events became fixed and irrevocable on June 29, 2017, the effective date of the Merger.
- F3Consists of 4,728,270 ordinary shares held by Capitol Acquisition Management 3 LLC and 11,865 ordinary shares held by Leland Investments Inc.
- F4Mr. Ein controls Capitol Acquisition Management 3 LLC.
- F5Mr. Ein controls Leland Investments Inc.