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^*

PEARLSTEIN JACK

(Last)

(First)

(Middle)

130 EAST RANDOLPH STREET

7TH FLOOR

(Street)

CHICAGO

60601

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2020

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	01/31/2020		D		119,199	D	⁽¹⁾	0	D
Ordinary Shares	01/31/2020		D		10,309	D	⁽¹⁾	0	I	Ian Z. Pearlstein Trust
Ordinary Shares	01/31/2020		D		10,309	D	⁽¹⁾	0	I	Ivanna Pearlstein Trust

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)
Restricted Stock Units	⁽²⁾	01/31/2020		D			178,000	⁽²⁾	⁽²⁾	Ordinary Shares	178,000	⁽²⁾	0	D
Restricted Stock Units	⁽³⁾	01/31/2020		D			28,594	⁽³⁾	⁽³⁾	Ordinary Shares	28,594	⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$15.07	01/31/2020		D			114,375	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	114,375	$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 restricted stock units ("RSUs") which vested by their terms upon the effectiveness of the merger. Pursuant to the merger agreement, such vested RSUs were cancelled and exchanged for the right to receive the merger consideration of $10.00 in cash.

3. Represents unvested restricted stock units. 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.

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.

Remarks:

	/s/ Kristie Scott, by Power of Attorney	02/03/2020
	** 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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