4//SEC Filing
Canyon Holdings (Cayman), L.P. 4
Accession 0001144204-17-041239
CIK 0001701040other
Filed
Aug 7, 8:00 PM ET
Accepted
Aug 8, 4:33 PM ET
Size
13.9 KB
Accession
0001144204-17-041239
Insider Transaction Report
Form 4
CISION LTD.CISN
Canyon Holdings (Cayman), L.P.
Director10% Owner
Transactions
- Award
Warrants
2017-08-04+62,202→ 2,032,043 totalExercise: $11.50From: 2017-08-04Exp: 2022-06-29→ Ordinary Shares (62,202 underlying) - Award
Ordinary Shares
2017-08-04$10.00/sh+61,260$612,600→ 82,137,133 total
Footnotes (4)
- [F1]On August 4, 2017, Canyon Holdings (Cayman), L.P. ("Canyon Holdings") 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"), 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 ("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 and Cision (the "Merger Agreement").
- [F2]The Sponsor Support Agreement provided that Canyon Holdings would receive additional ordinary shares of the Issuer ("Ordinary Shares") and warrants to purchase 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 persons' 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.
- [F3]Canyon Holdings is the direct beneficial owner of the securities reported in Table I and Table II. 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").
- [F4]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 and Table II 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.
Documents
Issuer
CISION LTD.
CIK 0001701040
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001677918
Filing Metadata
- Form type
- 4
- Filed
- Aug 7, 8:00 PM ET
- Accepted
- Aug 8, 4:33 PM ET
- Size
- 13.9 KB