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*
Angelakis Michael J

(Last) (First) (Middle)
C/O CLARIVATE PLC
FRIARS HOUSE, 160 BLACKFRIARS ROAD

(Street)
LONDON X0 SE1 8EZ

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CLARIVATE Plc [ CCC ]
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)
12/01/2021
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)
Code V Amount (A) or (D) Price
Ordinary Shares 12/01/2021 A 12,259,847(1)(2) A (1)(2) 12,259,847 I See Footnote(3)
Ordinary Shares 12/01/2021 A 3,070(3) A $0 3,070(4) D
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
Explanation of Responses:
1. Reflects ordinary shares of Clarivate Plc, a public limited company organized under the laws of the Island of Jersey ("Clarivate") received by A-PQ Holdings, LLC, a Delaware limited liability company ("A-PQ Holdings") upon the closing of the transactions contemplated by (i) that certain Transaction Agreement, dated as of May 15, 2021, as amended on July 28, 2021 and November 12, 2021, by and among Clarivate, ProQuest Holdings LLC, a Delaware limited liability company (together with certain of its affiliates "ProQuest"), Cambridge Information Group Inc., a Maryland corporation, A-PQ Holdings, LLC and the other parties signatory thereto and
2. (ii) that certain Agreement and Plan of Merger, dated as of May 15, 2021, by and among Clarivate, Ex Libris Intermediate TopCo, Inc., a Delaware corporation and the other parties signatory thereto, collectively pursuant to which Clarivate and certain of its affiliates acquired ProQuest for approximately $ $4,000,000,000 in cash consideration and 46,910,922 Clarivate ordinary shares, in the aggregate.
3. Includes (i) 2,145,316 ordinary shares of Clarivate held directly by A-PQ Holdings and (ii) 10,114,531 ordinary shares of Clarivate indirectly held by A-PQ Holdings through ProQuest Holdings LLC. Mr. Angelakis directly or indirectly controls a majority of the voting power of Atairos Partners GP, Inc. Atairos Partners GP, Inc. is the general partner of Atairos Partners, L.P., which is the sole voting shareholder of Atairos Group, Inc. Atairos Group, Inc. is the sole member of A-PQ Holdings. Mr. Angelakis disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
4. Reflects a prorated annual non-employee director award of restricted share units granted pursuant to the Clarivate Plc 2019 Incentive Award Plan, which will vest on May 6, 2022.
By: /s/ David L. Caplan, as Attorney-in-Fact 12/03/2021
** 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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