0001144204-17-055430.txt : 20171101 0001144204-17-055430.hdr.sgml : 20171101 20171101132110 ACCESSION NUMBER: 0001144204-17-055430 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171030 FILED AS OF DATE: 20171101 DATE AS OF CHANGE: 20171101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Canyon Holdings (Cayman), L.P. CENTRAL INDEX KEY: 0001677918 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38140 FILM NUMBER: 171168216 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET STREET 2: SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 312-382-2200 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET STREET 2: SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 FORMER NAME: FORMER CONFORMED NAME: GTCR Canyon Holdings (Cayman), L.P. DATE OF NAME CHANGE: 20160622 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GTCR INVESTMENT X AIV LTD. CENTRAL INDEX KEY: 0001710087 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38140 FILM NUMBER: 171168214 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 382-2200 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CANYON PARTNERS, LTD. CENTRAL INDEX KEY: 0001710614 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38140 FILM NUMBER: 171168215 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET STREET 2: SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 382-2200 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET STREET 2: SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CISION LTD. CENTRAL INDEX KEY: 0001701040 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 130 EAST RANDOLPH STREET, 7TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: (866) 639-5087 MAIL ADDRESS: STREET 1: 130 EAST RANDOLPH STREET, 7TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: Capitol Acquisition Holding Co Ltd. DATE OF NAME CHANGE: 20170315 4 1 tv478272_4.xml FORM 4 X0306 4 2017-10-30 0 0001701040 CISION LTD. CISN 0001677918 Canyon Holdings (Cayman), L.P. 300 NORTH LASALLE STREET SUITE 5600 CHICAGO IL 60654 1 0 1 0 0001710614 CANYON PARTNERS, LTD. 300 NORTH LASALLE STREET SUITE 5600 CHICAGO IL 60654 1 0 1 0 0001710087 GTCR INVESTMENT X AIV LTD. 300 NORTH LASALLE STREET, SUITE 5600 CHICAGO IL 60654 1 0 1 0 Ordinary Shares 2017-10-30 4 A 0 2000000 10 A 84137133 D On October 30, 2017, Canyon Holdings (Cayman), L.P. ("Canyon Holdings") became entitled to receive the securities reported herein pursuant to an "earn-out" provision in the Agreement and Plan of Merger, dated as of March 19, 2017 (the "Merger Agreement"), as consideration for the contribution of all of Canyon Holdings' equity interest in Canyon Holdings S.a r.l. ("Cision") to Cision Ltd. (the "Issuer") in connection with the combination of Cision and Capitol Acquisition Corp. III. The Merger Agreement provided that Canyon Holdings would receive additional ordinary shares of the Issuer ("Ordinary Shares") for no additional consideration upon the occurrence of certain stock price milestones, including if the price of the Issuer's Ordinary Shares exceeds $13.00 for any period of 20 trading days out of 30 consecutive trading days. The Merger Agreement valued the Ordinary Shares at $10 per share. The reporting persons' right to receive the securities reported herein upon the achievement of the stock price milestone described herein became fixed and irrevocable on June 29, 2017, the effective date of the merger. Canyon Holdings is the direct beneficial owner of the securities reported in Table I. 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"). Canyon 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. 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. CANYON HOLDINGS (CAYMAN), L.P., By: /s/ Jeffrey S. Wright Name: Jeffrey S. Wright, Title: Appointed Officer 2017-11-01 CANYON PARTNERS, LTD., By: /s/ Jeffrey S. Wright Name: Jeffrey S. Wright, Title: Appointed Officer 2017-11-01 GTCR INVESTMENT X AIV LTD., By: /s/ Jeffrey S. Wright Name: Jeffrey S. Wright, Title: Appointed Officer 2017-11-01