SEC Form 4 · accession 0001144204-18-003682
CISION LTD. · CISN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rainer Mathes
Officer — President, Cision Insights
Period of report
Jan 23, 2018
Accepted (ET)
Jan 25, 2018 · 4:16 pm EST
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 SharesF2 | Jan 23, 2018 | J | 1,735,269 | — | A | 1,735,269 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Doctor Rainer Mathes acquired these securities on January 23, 2018 in connection with the completion of the Share Purchase Agreement (the "SPA"), dated as of December 23, 2017, by and among Dr. Mathes and certain wholly owned subsidiaries of Cision Ltd. (the "Company") pursuant to which the Company indirectly acquired all of Dr. Mathes' interest in Prime Research Group. The SPA provides that up to EUR 2.5 million of deferred consideration amounts may be paid to Dr. Mathes in either cash or ordinary shares of the Company. Such election will be made at the sole discretion of Canyon UK Investments Ltd. ("Canyon") at the time such amounts (if any) become due. Canyon is a wholly owned subsidiary of the Company and a party to the SPA.
- F2Pursuant to the Share Purchase Agreement, the price of the ordinary shares issued to Dr. Mathes was derived from the average market closing price of the Company's ordinary shares for the ten trading days preceding completion under the Share Purchase Agreement, or approximately $11.608 per share.