0000899243-20-002590.txt : 20200203 0000899243-20-002590.hdr.sgml : 20200203 20200203172326 ACCESSION NUMBER: 0000899243-20-002590 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: COPPOLA ROBERT CENTRAL INDEX KEY: 0001710174 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38140 FILM NUMBER: 20569738 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 0001710174 COPPOLA ROBERT 130 EAST RANDOLPH STREET 7TH FLOOR CHICAGO IL 60601 0 1 0 0 Chief Information Officer Ordinary Shares 2020-01-31 4 D 0 2036 D 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 10000 D Ordinary Shares 10000 0 D Non-Qualified Stock Option (right to buy) 12.78 2020-01-31 4 D 0 12000 0.00 D Ordinary Shares 12000 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 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 unvested restricted stock units (each an "RSU"). 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 RSUs. 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 August 30, 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