Statement of Changes in Beneficial Ownership (4)
26 January 2018 - 8:18AM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
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MATHES RAINER
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2. Issuer Name
and
Ticker or Trading Symbol
CISION LTD.
[
CISN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President, Cision Insights
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(Last)
(First)
(Middle)
130 EAST RANDOLPH STREET, 7TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/23/2018
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(Street)
CHICAGO, IL 60601
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Ordinary Shares
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1/23/2018
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J
(1)
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1735269
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A
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(2)
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1735269
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Doctor Rainer Mathes acquired these securities on January 23, 2018 in connection with the completion of the Share Purchase Agreement (the "SPA"), dated as of December 23, 2017, by and among Dr. Mathes and certain wholly owned subsidiaries of Cision Ltd. (the "Company") pursuant to which the Company indirectly acquired all of Dr. Mathes' interest in Prime Research Group. The SPA provides that up to EUR 2.5 million of deferred consideration amounts may be paid to Dr. Mathes in either cash or ordinary shares of the Company. Such election will be made at the sole discretion of Canyon UK Investments Ltd. ("Canyon") at the time such amounts (if any) become due. Canyon is a wholly owned subsidiary of the Company and a party to the SPA.
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(2)
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Pursuant to the Share Purchase Agreement, the price of the ordinary shares issued to Dr. Mathes was derived from the average market closing price of the Company's ordinary shares for the ten trading days preceding completion under the Share Purchase Agreement, or approximately $11.608 per share.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MATHES RAINER
130 EAST RANDOLPH STREET, 7TH FLOOR
CHICAGO, IL 60601
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President, Cision Insights
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Signatures
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/s/ Kristie Scott, by Power of Attorney
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1/25/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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