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CISN Cision Ltd

9.99
0.00 (0.00%)
Pre Market
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
Cision Ltd NYSE:CISN NYSE Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 9.99 0 01:00:00

Statement of Changes in Beneficial Ownership (4)

03/02/2020 10:24pm

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 *

COPPOLA ROBERT
2. Issuer Name and Ticker or Trading Symbol

CISION LTD. [ CISN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Information Officer
(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 1/31/2020  D  2036 D (1)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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (2)1/31/2020  D     4687   (2) (2)Ordinary Shares 4687  (2)0 D  
Restricted Stock Units  (3)1/31/2020  D     10000   (3) (3)Ordinary Shares 10000  (3)0 D  
Non-Qualified Stock Option (right to buy) $12.78 1/31/2020  D     12000   (4) (4)Ordinary Shares 12000 $0.00 0 D  
Non-Qualified Stock Option (right to buy) $15.07 1/31/2020  D     18750   (4) (4)Ordinary Shares 18750 $0.00 0 D  

Explanation of Responses:
(1) 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.
(2) 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.
(3) 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.
(4) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
COPPOLA ROBERT
130 EAST RANDOLPH STREET
7TH FLOOR
CHICAGO, IL 60601


Chief Information Officer

Signatures
/s/ Kristie Scott, by Power of Attorney2/3/2020
**Signature of Reporting PersonDate

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