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*
Canyon Holdings (Cayman), L.P.

(Last) (First) (Middle)
300 NORTH LASALLE STREET
SUITE 5600

(Street)
CHICAGO IL 60654

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/10/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Ordinary Shares 09/10/2018 A 2,000,000(1)(2) A $10 68,192,212 D(3)(4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Canyon Holdings (Cayman), L.P.

(Last) (First) (Middle)
300 NORTH LASALLE STREET
SUITE 5600

(Street)
CHICAGO IL 60654

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CANYON PARTNERS, LTD.

(Last) (First) (Middle)
300 NORTH LASALLE STREET
SUITE 5600

(Street)
CHICAGO IL 60654

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GTCR INVESTMENT X AIV LTD.

(Last) (First) (Middle)
300 NORTH LASALLE STREET
SUITE 5600

(Street)
CHICAGO IL 60654

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On September 10, 2018, Canyon Holdings (Cayman), L.P. ("Canyon Holdings") became entitled to receive the securities reported herein pursuant to an "earn-out" provision in the Agreement and Plan of Merger, dated as of March 19, 2017 (the "Merger Agreement"), as consideration for the contribution of all of Canyon Holdings' equity interest in Canyon Holdings S.a r.l. ("Cision") to Cision Ltd. (the "Issuer") in connection with the combination of Cision and Capitol Acquisition Corp. III.
2. The Merger Agreement provided that Canyon Holdings would receive additional ordinary shares of the Issuer ("Ordinary Shares") for no additional consideration upon the occurrence of certain stock price milestones, including if the closing price of the Issuer's Ordinary Shares exceeds $16.00 for any period of 20 trading days out of 30 consecutive trading days. The Merger Agreement valued the Ordinary Shares at $10 per share. The reporting persons' right to receive the securities reported herein upon the achievement of the stock price milestone described herein became fixed and irrevocable on June 29, 2017, the effective date of the merger.
3. Canyon Holdings is the direct beneficial owner of the securities reported in Table I. Canyon Partners, Ltd. ("Canyon Partners") is the general partner of Canyon Holdings and GTCR Investment X AIV Ltd. ("GTCR AIV") is the sole shareholder of Canyon Partners. Canyon Holdings and GTCR AIV are each managed by a ten-member board of directors (respectively, the "Canyon Board of Directors" and the "AIV Board of Directors").
4. Canyon Partners, GTCR AIV and the individual members of each of the Canyon Board of Directors and the AIV Board of Directors disclaim beneficial ownership of the securities reported in Table I except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
Remarks:
Canyon Holdings has the right to designate three nominees for election to the board of directors of the Issuer. Messrs. Stephen P. Master, Mark M. Anderson and Philip A. Canfield currently serve on the board of directors of the Issuer as the designees of Canyon Holdings.
CANYON HOLDINGS (CAYMAN), L.P., By: /s/ Jeffrey S. Wright Name: Jeffrey S. Wright, Title: Appointed Officer 09/12/2018
CANYON PARTNERS, LTD., By: /s/ Jeffrey S. Wright Name: Jeffrey S. Wright, Title: Appointed Officer 09/12/2018
GTCR INVESTMENT X AIV LTD., By: /s/ Jeffrey S. Wright Name: Jeffrey S. Wright, Title: Appointed Officer 09/12/2018
** 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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