Statement of Changes in Beneficial Ownership (4)
February 03 2020 - 4:19PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
|
1. Name and Address of Reporting Person
*
EIN MARK |
2. Issuer Name and Ticker or Trading Symbol
CISION LTD.
[
CISN
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
|
|
(Last)
(First)
(Middle)
130 EAST RANDOLPH STREET, 7TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/31/2020 |
|
(Street)
CHICAGO, IL 60601
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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 | 12/12/2019 | | G |
V
| 103000 | D | $0.00 | 3472214 | I | See Footnote (1) |
| Ordinary Shares | 12/13/2019 | | G |
V
| 103000 | D | $0.00 | 3369214 | I | See Footnote (1) |
| Ordinary Shares | 1/31/2020 | | D | | 3369214 | D | (2) | 0 | I | See Footnote (1) |
| Ordinary Shares | 1/31/2020 | | D | | 11865 | D | (2) | 0 | I | See Footnote (3) |
| Ordinary Shares | 1/31/2020 | | D | | 8120 | D | (2) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Restricted Stock Units | (4) | 1/31/2020 | | D | | | 20260 | (4) | (4) | Ordinary Shares | 20260 | (4) | 0 | D | |
| Explanation of Responses: |
| (1) | Shares held by Capitol Acquisition Management 3 LLC, an entity controlled by Mr. Ein. |
| (2) | 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. |
| (3) | Shares held by Leland Investments Inc., an entity controlled by Mr. Ein. |
| (4) | Represents restricted stock units ("RSUs") whose vesting was accelerated upon the effectiveness of the merger at the discretion of the board. 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. |
Reporting Owners
|
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
EIN MARK
130 EAST RANDOLPH STREET
7TH FLOOR
CHICAGO, IL 60601 | X |
|
|
|
Signatures
|
| /s/ Kristie Scott, by Power of Attorney | | 2/3/2020 |
| **Signature of Reporting Person | Date |
Cision (NYSE:CISN)
Historical Stock Chart
From Jun 2024 to Jul 2024
Cision (NYSE:CISN)
Historical Stock Chart
From Jul 2023 to Jul 2024
