SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
EIN MARK

(Last) (First) (Middle)
C/O CAPITOL ACQUISITION CORP. III
509 7TH STREET, N.W.

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/29/2016
3. Issuer Name and Ticker or Trading Symbol
CISION LTD. [ CISN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares 4,683,513(1) I Capitol Acquisition Management 3 LLC(2)
Ordinary Shares 11,865(3) I Leland Investments Inc.(4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants 07/29/2017 06/29/2022 Ordinary Shares 4,281,048(5) $11.5 I Capitol Acquisition Management 3 LLC(2)
Explanation of Responses:
1. Capitol Acquisition Management 3 LLC acquired these securities on June 29, 2017 pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 19, 2017, by and among Capitol Acquisition Corp. III ("Capitol"), Cision Ltd. (the "Issuer"), Capitol Acquisition Merger Sub, Inc., Canyon Holdings and Canyon Holdings S.a r.l. ("Cision") upon conversion of all of Capitol Acquisition Management 3 LLC's equity interest in Capitol. The Merger Agreement and the related support agreement (the "Support Agreement"), dated as of March 19, 2017, by and among the Issuer, Capitol, Canyon Holdings, Cision and the other parties thereto, provide that Capitol Acquisition Management 3 LLC will receive additional ordinary shares of the Issuer upon the occurrence of certain Issuer corporate events. Capitol Acquisition Management's right to receive additional shares became fixed and irrevocable on June 29, 2017, the effective date of the merger.
2. Mr. Ein controls Capitol Acquisition Management 3 LLC.
3. Leland Investments Inc. acquired these securities on June 29, 2017 pursuant to the Merger Agreement as consideration for the contribution of all of Leland Investments Inc.'s equity interest in Capitol to the Issuer.
4. Mr. Ein controls Leland Investments Inc.
5. Capitol Acquisition Management 3 LLC acquired these securities on June 29, 2017 pursuant to the Merger Agreement upon conversion of all of Capitol Acquisition Management 3 LLC's equity interest in Capitol. The Merger Agreement and the Support Agreement provide that Capitol Acquisition Management 3 LLC will receive additional warrants to purchase ordinary shares of the Issuer upon the occurrence of certain Issuer corporate events. Capitol Acquisition Management 3 LLC's right to receive additional warrants became fixed and irrevocable on June 29, 2017, the effective date of the merger.
Remarks:
Mark D. Ein 07/05/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** 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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