4//SEC Filing
SOLOMON STEPHEN F. 4
Accession 0000899243-20-002587
CIK 0001701040other
Filed
Feb 2, 7:00 PM ET
Accepted
Feb 3, 5:22 PM ET
Size
18.0 KB
Accession
0000899243-20-002587
Insider Transaction Report
Form 4
CISION LTD.CISN
SOLOMON STEPHEN F.
Chief Accounting Officer
Transactions
- Disposition to Issuer
Ordinary Shares
2020-01-31−28,424→ 0 total - Disposition to Issuer
Restricted Stock Units
2020-01-31−7,500→ 0 total→ Ordinary Shares (7,500 underlying) - Disposition to Issuer
Restricted Stock Units
2020-01-31−42,500→ 0 total→ Ordinary Shares (42,500 underlying) - Disposition to Issuer
Restricted Stock Units
2020-01-31−4,687→ 0 total→ Ordinary Shares (4,687 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2020-01-31−18,750→ 0 totalExercise: $15.07→ Ordinary Shares (18,750 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2020-01-31−7,500→ 0 totalExercise: $12.36→ Ordinary Shares (7,500 underlying)
Footnotes (5)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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 four equal annual installments beginning on February 11, 2020.
- [F5]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.
Documents
Issuer
CISION LTD.
CIK 0001701040
Entity typeother
Related Parties
1- filerCIK 0001710288
Filing Metadata
- Form type
- 4
- Filed
- Feb 2, 7:00 PM ET
- Accepted
- Feb 3, 5:22 PM ET
- Size
- 18.0 KB