0001764046-20-000138.txt : 20201231 0001764046-20-000138.hdr.sgml : 20201231 20201231170217 ACCESSION NUMBER: 0001764046-20-000138 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201230 FILED AS OF DATE: 20201231 DATE AS OF CHANGE: 20201231 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STEAD JERRE L CENTRAL INDEX KEY: 0001024219 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38911 FILM NUMBER: 201429360 BUSINESS ADDRESS: STREET 1: CONEXANT SYSTEMS, INC. STREET 2: 4311 JAMBOREE ROAD CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 44 20 7260 2000 MAIL ADDRESS: STREET 1: 4TH FLOOR, ROPEMAKER PLACE STREET 2: 25 ROPEMAKER STREET CITY: LONDON STATE: X0 ZIP: EC2Y 9LY ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CLARIVATE Plc CENTRAL INDEX KEY: 0001764046 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1500 SPRING GARDEN STREET CITY: PHILADELPHIA STATE: PA ZIP: 19130 BUSINESS PHONE: (215) 386-0100 MAIL ADDRESS: STREET 1: 1500 SPRING GARDEN STREET CITY: PHILADELPHIA STATE: PA ZIP: 19130 FORMER COMPANY: FORMER CONFORMED NAME: Clarivate Analytics PLC DATE OF NAME CHANGE: 20190108 3 1 wf-form3_160945212469354.xml FORM 3 X0206 3 2020-12-30 0 0001764046 CLARIVATE Plc CCC 0001024219 STEAD JERRE L C/O CLARIVATE PLC FRIARS HOUSE, 160 BLACKFRIARS ROAD LONDON X0 SE1 8EZ UNITED KINGDOM 1 1 0 0 Executive Chairman and CEO Ordinary Shares 4267764 D Ordinary Shares 1000000 I By JMJS Group II, LLLP, an affiliate of Mr. Stead Stock Options 13.3 2019-05-20 2029-05-19 Ordinary Shares 1000000.0 D Warrants (right to buy) 11.5 Ordinary Shares 6965000.0 D Refer to Section 3.3 of the Warrant Agreement available at: https://www.sec.gov/Archives/edgar/data/1744895/000157104918000445/tv498383_ex4-4.htm Refer to Section 3.2 of the Warrant Agreement available at: https://www.sec.gov/Archives/edgar/data/1744895/000157104918000445/tv498383_ex4-4.htm Clarivate Plc currently qualifies as a foreign private issuer ("FPI") and the directors, officers and shareholders of Clarivate Plc are currently exempt from Section 16 of the Securities Exchange Act of 1934 pursuant to Rule 3a12-3(b) thereunder. As such, this is an informational and voluntary report only, which shall not be deemed an admission that the filing person is required to report beneficial ownership of and transactions in Clarivate Plc securities, or that the filing person is subject to any liabilities or duties under Section 16. Clarivate Plc anticipates that it will no longer retain FPI status after December 31, 2020. /s/ Stephen Hartman, attorney-in-fact 2020-12-30 EX-24 2 poastead.htm POWER OF ATTORNEY
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each and any of Richard Hanks, Stephen Hartman and Christie Archbold its true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities (until revoked in writing) to:
    1.    Sign any and all instruments, certificates and documents appropriate or required to be executed on behalf of the undersigned pursuant to sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder (including, without limitation, any Joint Filing Agreement with respect thereto), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission (the "SEC"), and with any other entity when and if such is mandated by the Exchange Act or by the Bylaws of the Financial Industry Regulatory Authority;
    2.    prepare, execute, acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the SEC;
    3.    seek or obtain, as the representative of the undersigned and on behalf of the undersigned, information on transactions in the securities of Clarivate Analytics Plc, from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorneys-in-fact and the undersigned approves and ratifies any such release of information; and
    4.    perform any and all other acts which in the discretion of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
    1.    this Power of Attorney authorizes, but does not require, such attorneys-in-fact to act in their discretion on information provided to such attorneys-in-fact without independent verification of such information;
    2.    any documents prepared and/or executed by such attorneys-in-fact on behalf of any of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
    3.    neither the Company nor such attorneys-in-fact assumes (a) any liability for responsibility to comply with the requirements of the Exchange Act for any of the undersigned, (b) any liability for any failure to comply with such requirements for any of the undersigned, or (c) any obligation or liability for profit disgorgement under Section 16(b) of the Exchange Act for any of the undersigned; and
    4.    this Power of Attorney does not relieve any of the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13 and 16 of the Exchange Act.
    The undersigned hereby gives and grants the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, with full power of substitution and revocation, hereby ratifying all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorneys-in-fact.
[Signature page follows]


    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of February, 2020.
/s/ Jerre L Stead
Name: Jerre L Stead