SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

48,905,371

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

48,905,371

SHARED DISPOSITIVE POWER

0

0001193125-23-273022.txt : 20231108 0001193125-23-273022.hdr.sgml : 20231108 20231108084055 ACCESSION NUMBER: 0001193125-23-273022 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20231108 DATE AS OF CHANGE: 20231108 GROUP MEMBERS: EXOR NEDERLAND N.V. GROUP MEMBERS: GIOVANNI AGNELLI B.V. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLARIVATE Plc CENTRAL INDEX KEY: 0001764046 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91283 FILM NUMBER: 231386146 BUSINESS ADDRESS: STREET 1: 1500 SPRING GARDEN STREET CITY: PHILADELPHIA STATE: PA ZIP: 19130 BUSINESS PHONE: (215) 386-0100 MAIL ADDRESS: STREET 1: 1500 SPRING GARDEN STREET CITY: PHILADELPHIA STATE: PA ZIP: 19130 FORMER COMPANY: FORMER CONFORMED NAME: Clarivate Analytics PLC DATE OF NAME CHANGE: 20190108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Exor N.V. CENTRAL INDEX KEY: 0001589122 IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: SYMPHONY BUILDING STREET 2: GUSTAV MAHLERPLEIN 25 CITY: AMSTERDAM STATE: P7 ZIP: 1082 MS BUSINESS PHONE: 390115090345 MAIL ADDRESS: STREET 1: SYMPHONY BUILDING STREET 2: GUSTAV MAHLERPLEIN 25 CITY: AMSTERDAM STATE: P7 ZIP: 1082 MS FORMER COMPANY: FORMER CONFORMED NAME: Exor S.p.A. DATE OF NAME CHANGE: 20131011 SC 13D/A 1 d185196dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Clarivate Plc

(Name of Issuer)

Ordinary shares, par value €0.20 per share

(Title of Class of Securities)

G21810109

(CUSIP Number)

Scott Miller

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 8, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G21810109


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Giovanni Agnelli B.V.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (see instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS* (see instructions) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands

^*	This calculation is based on 663,922,882 ordinary shares, no par value (the “Shares”), outstanding as of October 27, 2023, as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2023 (the “Form 10-Q”) which the Issuer filed on November 7, 2023.

Page 2 of 7

CUSIP No. G21810109


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Exor N.V.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (see instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS* (see instructions) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands

^*	This calculation is based on 663,922,882 Shares outstanding as of October 27, 2023, as reported in the Form 10-Q which the Issuer filed on November 7, 2023.

Page 3 of 7

CUSIP No. G21810109


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Exor Nederland N.V.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (see instructions) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS* (see instructions) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands

^*	This calculation is based on 663,922,882 Shares outstanding as of October 27, 2023, as reported in the Form 10-Q which the Issuer filed on November 7, 2023.

Page 4 of 7

CUSIP No. G21810109

This Amendment No. 1 (the “Amendment No. 1”) relates to the Schedule 13D filed on October 23, 2023 by (1) Giovanni Agnelli B.V. (“G.A.”), (2) Exor N.V. (“Exor”) and (3) Exor Nederland N.V. (“Exor Nederland”) and together with G.A. and Exor, the (“Reporting Persons”, and individually referred to herein as a “Reporting Person”).

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:

All Shares purchased by the Reporting Persons were purchased using investment capital of the Reporting Persons.

Item 5.

Interest in Securities of the Issuer.

Item 5(c) of the Original Schedule 13D is hereby amended and supplemented by adding the following information.

“Exhibit 99.2, which is incorporated by reference into this Item 5(c) as if restated in full, describes all of the transactions in the class of securities reported in this Schedule 13D (as amended) that were effected by the Reporting Persons in the past 60 days. Except as set forth in Exhibit 99.2 attached hereto, no reportable transactions were effected by any Reporting Person within the last 60 days.”

Item 7. Material to be Filed as Exhibits.


Exhibit Number		Description of Exhibits

99.1		Joint Filing Agreement (previously filed)

99.2		Trading data (filed herewith)

Page 5 of 7

CUSIP No. G21810109

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Page 6 of 7

EX-99.2 2 d185196dex992.htm EX-99.2 EX-99.2

CUSIP No. G21810109

Exhibit 99.2

TRADING DATA


Date	Buy/Sell	Number of Ordinary Shares	Price Per Share ($)
10-Oct-23	BUY	465,194	$6.7317
11-Oct-23	BUY	731,528	$6.8581
12-Oct-23	BUY	432,149	$6.7470
13-Oct-23	BUY	304,243	$6.7597
16-Oct-23	BUY	7,221,922	$6.8123
17-Oct-23	BUY	103,334	$6.9983
18-Oct-23	BUY	42,962	$6.7849
19-Oct-23	BUY	365,517	$6.7664
20-Oct-23	BUY	415,419	$ 6.7329
23-Oct-23	BUY	559,693	$ 6.6757
24-Oct-23	BUY	685,824	$ 6.6392
25-Oct-23	BUY	619,334	$ 6.4821
26-Oct-23	BUY	616,612	$ 6.4811
27-Oct-23	BUY	301,030	$ 6.4289
30-Oct-23	BUY	418,483	$6.3698
31-Oct-23	BUY	406,201	$6.3930
1-Nov-23	BUY	355,651	$6.2767
2-Nov-23	BUY	850,000	$6.5640
3-Nov-23	BUY	709,876	$6.8965
6-Nov-23	BUY	828,380	$6.7708

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