SEC Form 4 · accession 0001144204-17-041238
CISION LTD. · CISN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
L. Dyson Dryden
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 | Aug 4, 2017 | A | 14,919 | $10.00 | A | 1,580,045 | I | Capitol Acquisition Founder 3 LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF1,F2,F3 | $11.50 | Aug 4, 2017 | A | 14,419 | A | Aug 4, 2017 | Jun 29, 2022 | Ordinary Shares | 14,419 | 1,441,436 | I |
Explanation of responses
- F1On August 4, 2017, Capitol Acquisition Founder 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 Founder 3 LLC and certain other parties thereto would receive additional ordinary shares of the Issuer ("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.
- F3Mr. Dryden is the managing member of Capitol Acquisition Founder 3 LLC.