SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Dryden L. Dyson

(Last)

(First)

(Middle)

C/O CAPITOL ACQUISITION CORP. III

509 7TH STREET, N.W.

(Street)

WASHINGTON

20004

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2017

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	08/04/2017		A		14,919⁽¹⁾⁽²⁾	A	$10	1,580,045	I	Capitol Acquisition Founder 3 LLC⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants	$11.5	08/04/2017		A		14,419⁽¹⁾⁽²⁾		08/04/2017	06/29/2022	Ordinary Shares	14,419	⁽¹⁾⁽²⁾	1,441,436	I	Capitol Acquisition Founder 3 LLC⁽³⁾

Explanation of Responses:

1. On August 4, 2017, Capitol Acquisition Founder 3 LLC became entitled to receive the securities reported herein pursuant to an "earn-out" provision in the sponsor support agreement, dated as of March 19, 2017 (the "Sponsor Support Agreement") in connection with the combination of Canyon Holdings S.a r.l. ("Cision") and Capitol Acquisition Corp. III ("Capitol") pursuant to the Agreement and Plan of Merger, dated as of March 19, 2017, by and among Capitol, the Issuer, Capital Acquisition Merger Sub, Inc., Canyon Holdings (Cayman), L.P. and Cision (the "Merger Agreement").

2. The Sponsor Support Agreement provided that Capitol Acquisition Founder 3 LLC and certain other parties thereto would receive additional ordinary shares of the Issuer ("Ordinary Shares") for no additional consideration upon the occurrence of certain corporate events, including the Issuer's repayment of all of its outstanding indebtedness under its second lien credit facility. On August 4, 2017, the Issuer repaid all of its outstanding indebtedness under its second lien credit facility. The Merger Agreement valued the Ordinary Shares at $10 per share. The reporting person's right to receive the securities reported herein upon the occurrence of certain corporate events became fixed and irrevocable on June 29, 2017, the effective date of the Merger.

3. Mr. Dryden is the managing member of Capitol Acquisition Founder 3 LLC.

	/s/ L. Dyson Dryden	08/08/2017
	** 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 4 (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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