0000899243-20-002587.txt : 20200203
0000899243-20-002587.hdr.sgml : 20200203
20200203172235
ACCESSION NUMBER: 0000899243-20-002587
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200131
FILED AS OF DATE: 20200203
DATE AS OF CHANGE: 20200203
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SOLOMON STEPHEN F.
CENTRAL INDEX KEY: 0001710288
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38140
FILM NUMBER: 20569725
MAIL ADDRESS:
STREET 1: 130 EAST RANDOLPH STREET, 7TH FLOOR
CITY: CHICAGO
STATE: IL
ZIP: 60601
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
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-01-31
0
0001701040
CISION LTD.
CISN
0001710288
SOLOMON STEPHEN F.
130 EAST RANDOLPH STREET
7TH FLOOR
CHICAGO
IL
60601
0
1
0
0
Chief Accounting Officer
Ordinary Shares
2020-01-31
4
D
0
28424
D
0
D
Restricted Stock Units
2020-01-31
4
D
0
42500
D
Ordinary Shares
42500
0
D
Restricted Stock Units
2020-01-31
4
D
0
4687
D
Ordinary Shares
4687
0
D
Restricted Stock Units
2020-01-31
4
D
0
7500
D
Ordinary Shares
7500
0
D
Non-Qualified Stock Option (right to buy)
15.07
2020-01-31
4
D
0
18750
0.00
D
Ordinary Shares
18750
0
D
Non-Qualified Stock Option (right to buy)
12.36
2020-01-31
4
D
0
7500
0.00
D
Ordinary Shares
7500
0
D
Pursuant to the Agreement and Plan of Merger (the "merger agreement"), dated as of October 22, 2019, by and among Cision Ltd. (the "Company"), Castle Acquisition Limited (f/k/a MJ23 UK Acquisition Limited, "Parent") and Castle Merger Limited ("Merger Sub"), pursuant to which Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation as a wholly owned subsidiary of Parent (the "merger"). The Merger became effective on January 31, 2020 (the "Closing Date"). Pursuant to the merger, each Cision ordinary share issued and outstanding immediately prior to the effective time of the merger was cancelled and exchanged at the effective time of the merger into the right to receive merger consideration of $10.00 in cash.
Represents restricted stock units ("RSUs") which vested by their terms upon the effectiveness of the merger. Pursuant to the merger agreement, such vested RSUs were cancelled and exchanged for the right to receive the merger consideration of $10.00 in cash.
Represents unvested restricted stock units. Pursuant to the merger agreement, each unvested RSU was cancelled and exchanged for a right to receive an amount in cash equal to $10.00, which consideration is not to be paid at the closing of the merger but instead vests and becomes payable at the same time as the unvested RSU for which such consideration amounts were exchanged would have vested pursuant to its terms. RSUs vest in three equal annual installments beginning on July 30, 2020.
Represents unvested restricted stock units. Pursuant to the merger agreement, each unvested RSU was cancelled and exchanged for a right to receive an amount in cash equal to $10.00, which consideration is not to be paid at the closing of the merger but instead vests and becomes payable at the same time as the unvested RSU for which such consideration amounts were exchanged would have vested pursuant to its terms. RSUs vest in four equal annual installments beginning on February 11, 2020.
Pursuant to the merger agreement, each option to purchase ordinary shares of the Company with a per share exercise price greater than or equal to $10.00 was cancelled and no consideration was paid therefor.
/s/ Kristie Scott, by Power of Attorney
2020-02-03