| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CISION LTD. [ CISN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/28/2018 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary Shares | 11/28/2018 | J(1) | 5,000,000 | D | $0 | 50,490,472(2) | D(3)(4) | |||
| Ordinary Shares | 893(5) | D(3)(4) | ||||||||
| Ordinary Shares | 457,862(6) | I(3)(4) | See footnote(6) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Reflects a pro rata distribution (the "Distribution") by Canyon Holdings (Cayman), L.P. ("Canyon Holdings") of 5,000,000 ordinary shares of Cision Ltd. to its partners for no consideration on November 28, 2018. |
| 2. Consists of shares held directly by Canyon Holdings. |
| 3. 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. GTCR AIV is also the general partner of GTCR Partners X/A&C AIV LP ("GTCR Partners X AIV"). 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"). |
| 4. 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. |
| 5. Consists of shares held directly by GTCR AIV, which GTCR AIV received in connection with the Distribution. GTCR AIV previously reported indirect beneficial ownership of such shares by virtue of its relationship with Canyon Holdings. |
| 6. Consists of shares held directly by GTCR Partners X AIV which may be deemed beneficially owned by GTCR AIV. GTCR Partners X AIV received such shares in connection with the Distribution. GTCR AIV previously reported indirect beneficial ownership of such shares by virtue of its relationship with Canyon Holdings. |
| CANYON HOLDINGS (CAYMAN), L.P., By: Canyon Partners Ltd., its general partner, By: /s/ Jeffrey S. Wright, Name: Jeffrey S. Wright, Title: Appointed Officer | 11/30/2018 | |
| CANYON PARTNERS, LTD., By: /s/ Jeffrey S. Wright, Name: Jeffrey S. Wright, Title: Appointed Officer | 11/30/2018 | |
| GTCR INVESTMENT X AIV LTD., By: /s/ Jeffrey S. Wright, Name: Jeffrey S. Wright, Title: Appointed Officer | 11/30/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||