SEC Form 4 · accession 0001144204-18-030356
CISION LTD. · CISN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Canyon Holdings (Cayman), L.P.
Director · 10% Owner
GTCR INVESTMENT X AIV LTD.
Director · 10% Owner
CANYON PARTNERS, LTD.
Director · 10% Owner
Period of report
May 18, 2018
Accepted (ET)
May 22, 2018 · 6:35 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 | May 18, 2018 | A | 528,331 | — | A | 78,866,338 | D |
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,F4 | $11.50 | May 18, 2018 | D | 2,032,043 | D | Jul 29, 2017 | Jun 29, 2022 | Ordinary Shares | 2,032,043 | 0 | D |
Explanation of responses
- F1On April 17, 2018, Cision Ltd. (the "Issuer") commenced an offer to each holder of its public and private warrants to purchase one ordinary share, par value of $0.0001 per share ("Ordinary Share"), of the Issuer for a purchase price of $11.50 (the "Warrants") to receive 0.26 Ordinary Shares in exchange for each Warrant tendered by the holder and exchanged pursuant to the offer (the "Exchange Offer"). On May 18, 2018, the Issuer accepted all Warrants validly tendered in the Exchange Offer and issued Ordinary Shares in exchange.
- F2Canyon Holdings (Cayman), L.P. ("Canyon Holdings") is the direct beneficial owner of the securities reported in Tables I and II. Canyon Partners, Ltd. ("Canyon Partners") is the general partner of Canyon Holdings and GTCR Investment X AIV Ltd. ("GTCR AIV") is the sole shareholder of Canyon Partners. Canyon Holdings and GTCR AIV are each managed by a ten-member board of directors (respectively, the "Canyon Board of Directors" and the "AIV Board of Directors").
- F3Canyon Partners, GTCR AIV and the individual members of each of the Canyon Board of Directors and the AIV Board of Directors disclaim beneficial ownership of the securities reported in Table I except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
- F4Prior to the completion of the Exchange Offer, each Warrant entitled the holder to purchase one Ordinary Share for a purchase price of $11.50, subject to certain adjustments. Pursuant to the terms of the Exchange Offer, each participating holder became entitled to receive 0.26 Ordinary Shares for each Warrant tendered and exchanged.
Remarks
Canyon Holdings has the right to designate three nominees for election to the board of directors of the Issuer. Messrs. Stephen P. Master, Mark M. Anderson and Philip A. Canfield currently serve on the board of directors of the Issuer as the designees of Canyon Holdings.