Statement of Changes in Beneficial Ownership (4)
23 May 2018 - 8:36AM
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
*
Dryden L. Dyson
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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)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
305 WEST PENNSYLVANIA AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/18/2018
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(Street)
TOWSON, MD 21204
(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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5/18/2018
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A
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374773
(1)
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A
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(1)
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1751474
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I
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Capitol Acquisition Founder 3 LLC
(2)
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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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Warrants
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$11.5
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5/18/2018
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D
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1441436
(1)
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7/29/2017
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6/29/2022
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Ordinary Shares
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1441436
(3)
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(1)
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0
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I
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Capitol Acquisition Founder 3 LLC
(3)
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Explanation of Responses:
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(1)
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On April 17, 2018, Cision Ltd. (the "Issuer") commenced an offer to each holder of its public and private warrants to purchase one ordinary share, par value of $0.0001 per share ("Ordinary Share"), of the Issuer for a purchase price of $11.50 (the "Warrants") to receive 0.26 Ordinary Shares in exchange for each Warrant tendered by the holder and exchanged pursuant to the offer (the "Exchange Offer"). On May 18, 2018, the Issuer accepted all Warrants validly tendered in the Exchange Offer and issued Ordinary Shares in exchange.
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(2)
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Mr. Dryden is the managing member of Capitol Acquisition Founder 3 LLC.
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(3)
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Prior to the completion of the Exchange Offer, each Warrant entitled the holder to purchase one Ordinary Share for a purchase price of $11.50, subject to certain adjustments. Pursuant to the terms of the Exchange Offer, each participating holder became entitled to receive 0.26 Ordinary Shares for each Warrant tendered and exchanged.
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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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Dryden L. Dyson
305 WEST PENNSYLVANIA AVENUE
TOWSON, MD 21204
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X
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Signatures
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/s/ L. Dyson Dryden
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5/22/2018
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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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