UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 ) *
Clarivate Plc
|
(Name of Issuer)
|
Ordinary Shares
|
(Title of Class of Securities)
|
G21810109
|
(Cusip Number)
|
December 31, 2022
|
(Date of Event which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
|
☐
|
Rule 13d-1(b)
|
|
S
|
Rule 13d-1(c)
|
|
☐
|
Rule 13d-1(d)
|
* 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 the disclosures provided
in a prior cover page.
The information required in 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).
(Continued on following pages)
Page 1 of 38 Pages
Exhibit Index Found on Page 37
13G
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Partners, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
904,9721
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
904,9721
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
904,9721
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1 As of December 31, 2022, the
date of the event which requires the filing of this Statement, the
Reporting Persons held an aggregate of 15,177,433 Shares. As of the
date this Statement is filed, the Reporting Persons hold an
aggregate of 0 Shares. Rows 2 and 5 through 11 of the cover page
for each Reporting Person report beneficial ownership of Shares as
of December 31, 2022.
13G
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
1,044,8511
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
1,044,8511
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,044,8511
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1 As of December 31, 2022, the date of the event which
requires the filing of this Statement, the Reporting Persons held
an aggregate of 15,177,433 Shares. As of the date this Statement is
filed, the Reporting Persons hold an aggregate of 0 Shares. Rows 2
and 5 through 11 of the cover page for each Reporting Person report
beneficial ownership of Shares as of December 31, 2022.
13G
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners II, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
264,3161
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
264,3161
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
264,3161
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1 As of December 31, 2022, the date of the event which
requires the filing of this Statement, the Reporting Persons held
an aggregate of 15,177,433 Shares. As of the date this Statement is
filed, the Reporting Persons hold an aggregate of 0 Shares. Rows 2
and 5 through 11 of the cover page for each Reporting Person report
beneficial ownership of Shares as of December 31, 2022.
13G
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Institutional Partners III, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
136,8001
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
136,8001
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
136,8001
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1 As of December 31, 2022, the
date of the event which requires the filing of this Statement, the
Reporting Persons held an aggregate of 15,177,433 Shares. As of the
date this Statement is filed, the Reporting Persons hold an
aggregate of 0 Shares. Rows 2 and 5 through 11 of the cover page
for each Reporting Person report beneficial ownership of Shares as
of December 31, 2022.
13G
1
|
NAMES OF REPORTING PERSONS
Four Crossings Institutional Partners V, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
185,0001
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
185,0001
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
185,0001
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1 As of December 31, 2022, the
date of the event which requires the filing of this Statement, the
Reporting Persons held an aggregate of 15,177,433 Shares. As of the
date this Statement is filed, the Reporting Persons hold an
aggregate of 0 Shares. Rows 2 and 5 through 11 of the cover page
for each Reporting Person report beneficial ownership of Shares as
of December 31, 2022.
13G
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Offshore Investors II, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
2,047,1841
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
2,047,1841
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,047,1841
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1 As of December 31, 2022, the
date of the event which requires the filing of this Statement, the
Reporting Persons held an aggregate of 15,177,433 Shares. As of the
date this Statement is filed, the Reporting Persons hold an
aggregate of 0 Shares. Rows 2 and 5 through 11 of the cover page
for each Reporting Person report beneficial ownership of Shares as
of December 31, 2022.
13G
1
|
NAMES OF REPORTING PERSONS
Farallon Capital (AM) Investors, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
97,9691
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
97,9691
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,9691
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1 As of December 31, 2022, the date of the event which
requires the filing of this Statement, the Reporting Persons held
an aggregate of 15,177,433 Shares. As of the date this Statement is
filed, the Reporting Persons hold an aggregate of 0 Shares. Rows 2
and 5 through 11 of the cover page for each Reporting Person report
beneficial ownership of Shares as of December 31, 2022.
13G
1
|
NAMES OF REPORTING PERSONS
Farallon Capital F5 Master I, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
379,9801
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
379,9801
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
379,9801
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1 As of December 31, 2022, the
date of the event which requires the filing of this Statement, the
Reporting Persons held an aggregate of 15,177,433 Shares. As of the
date this Statement is filed, the Reporting Persons hold an
aggregate of 0 Shares. Rows 2 and 5 through 11 of the cover page
for each Reporting Person report beneficial ownership of Shares as
of December 31, 2022.
13G
1
|
NAMES OF REPORTING PERSONS
Farallon Equity Partners Master, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
10,116,3611
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
10,116,3611
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,116,3611
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
1 As of December 31, 2022, the
date of the event which requires the filing of this Statement, the
Reporting Persons held an aggregate of 15,177,433 Shares. As of the
date this Statement is filed, the Reporting Persons hold an
aggregate of 0 Shares. Rows 2 and 5 through 11 of the cover page
for each Reporting Person report beneficial ownership of Shares as
of December 31, 2022.
13G
1
|
NAMES OF REPORTING PERSONS
Farallon Partners, L.L.C.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
14,797,4531
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
14,797,4531
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,797,4531
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.2%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
1 As of December 31, 2022, the
date of the event which requires the filing of this Statement, the
Reporting Persons held an aggregate of 15,177,433 Shares. As of the
date this Statement is filed, the Reporting Persons hold an
aggregate of 0 Shares. Rows 2 and 5 through 11 of the cover page
for each Reporting Person report beneficial ownership of Shares as
of December 31, 2022.
13G
1
|
NAMES OF REPORTING PERSONS
Farallon Institutional (GP) V, L.L.C.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
185,0001
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
185,0001
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
185,0001
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
1 As of December 31, 2022, the date of the event which
requires the filing of this Statement, the Reporting Persons held
an aggregate of 15,177,433 Shares. As of the date this Statement is
filed, the Reporting Persons hold an aggregate of 0 Shares. Rows 2
and 5 through 11 of the cover page for each Reporting Person report
beneficial ownership of Shares as of December 31, 2022.
13G
1
|
NAMES OF REPORTING PERSONS
Farallon F5 (GP), L.L.C.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
379,9801
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
379,9801
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
379,9801
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
1 As of December 31, 2022, the
date of the event which requires the filing of this Statement, the
Reporting Persons held an aggregate of 15,177,433 Shares. As of the
date this Statement is filed, the Reporting Persons hold an
aggregate of 0 Shares. Rows 2 and 5 through 11 of the cover page
for each Reporting Person report beneficial ownership of Shares as
of December 31, 2022.
13G
1
|
NAMES OF REPORTING PERSONS
Farallon Equity Partners (GP), L.L.C.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
10,116,3611
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
10,116,3611
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,116,3611
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
1 As of December 31, 2022, the
date of the event which requires the filing of this Statement, the
Reporting Persons held an aggregate of 15,177,433 Shares. As of the
date this Statement is filed, the Reporting Persons hold an
aggregate of 0 Shares. Rows 2 and 5 through 11 of the cover page
for each Reporting Person report beneficial ownership of Shares as
of December 31, 2022.
13G
1
|
NAMES OF REPORTING PERSONS
Joshua J. Dapice
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
15,177,4331
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
15,177,4331
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,177,4331
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 As of December 31, 2022, the
date of the event which requires the filing of this Statement, the
Reporting Persons held an aggregate of 15,177,433 Shares. As of the
date this Statement is filed, the Reporting Persons hold an
aggregate of 0 Shares. Rows 2 and 5 through 11 of the cover page
for each Reporting Person report beneficial ownership of Shares as
of December 31, 2022.
13G
1
|
NAMES OF REPORTING PERSONS
Philip D. Dreyfuss
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
15,177,4331
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
15,177,4331
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,177,4331
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 As of December 31, 2022, the
date of the event which requires the filing of this Statement, the
Reporting Persons held an aggregate of 15,177,433 Shares. As of the
date this Statement is filed, the Reporting Persons hold an
aggregate of 0 Shares. Rows 2 and 5 through 11 of the cover page
for each Reporting Person report beneficial ownership of Shares as
of December 31, 2022.
13G
1
|
NAMES OF REPORTING PERSONS
Hannah E. Dunn
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
15,177,4331
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
15,177,4331
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,177,4331
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 As of December 31, 2022, the
date of the event which requires the filing of this Statement, the
Reporting Persons held an aggregate of 15,177,433 Shares. As of the
date this Statement is filed, the Reporting Persons hold an
aggregate of 0 Shares. Rows 2 and 5 through 11 of the cover page
for each Reporting Person report beneficial ownership of Shares as
of December 31, 2022.
13G
1
|
NAMES OF REPORTING PERSONS
Michael B. Fisch
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
15,177,4331
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
15,177,4331
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,177,4331
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 As of December 31, 2022, the date of the event which
requires the filing of this Statement, the Reporting Persons held
an aggregate of 15,177,433 Shares. As of the date this Statement is
filed, the Reporting Persons hold an aggregate of 0 Shares. Rows 2
and 5 through 11 of the cover page for each Reporting Person report
beneficial ownership of Shares as of December 31, 2022.
13G
1
|
NAMES OF REPORTING PERSONS
Richard B. Fried
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
15,177,4331
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
15,177,4331
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,177,4331
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 As of December 31, 2022, the date of the event which
requires the filing of this Statement, the Reporting Persons held
an aggregate of 15,177,433 Shares. As of the date this Statement is
filed, the Reporting Persons hold an aggregate of 0 Shares. Rows 2
and 5 through 11 of the cover page for each Reporting Person report
beneficial ownership of Shares as of December 31, 2022.
13G
1
|
NAMES OF REPORTING PERSONS
Varun N. Gehani
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
15,177,4331
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
15,177,4331
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,177,4331
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 As of December 31, 2022, the date of the event which
requires the filing of this Statement, the Reporting Persons held
an aggregate of 15,177,433 Shares. As of the date this Statement is
filed, the Reporting Persons hold an aggregate of 0 Shares. Rows 2
and 5 through 11 of the cover page for each Reporting Person report
beneficial ownership of Shares as of December 31, 2022.
13G
1
|
NAMES OF REPORTING PERSONS
Nicolas Giauque
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
France
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
15,177,4331
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
15,177,4331
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,177,4331
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 As of December 31, 2022, the date of the event which
requires the filing of this Statement, the Reporting Persons held
an aggregate of 15,177,433 Shares. As of the date this Statement is
filed, the Reporting Persons hold an aggregate of 0 Shares. Rows 2
and 5 through 11 of the cover page for each Reporting Person report
beneficial ownership of Shares as of December 31, 2022.
13G
1
|
NAMES OF REPORTING PERSONS
David T. Kim
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
15,177,4331
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
15,177,4331
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,177,4331
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 As of December 31, 2022, the date of the event which
requires the filing of this Statement, the Reporting Persons held
an aggregate of 15,177,433 Shares. As of the date this Statement is
filed, the Reporting Persons hold an aggregate of 0 Shares. Rows 2
and 5 through 11 of the cover page for each Reporting Person report
beneficial ownership of Shares as of December 31, 2022.
13G
1
|
NAMES OF REPORTING PERSONS
Michael G. Linn
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
15,177,4331
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
15,177,4331
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,177,4331
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 As of December 31, 2022, the date of the event which
requires the filing of this Statement, the Reporting Persons held
an aggregate of 15,177,433 Shares. As of the date this Statement is
filed, the Reporting Persons hold an aggregate of 0 Shares. Rows 2
and 5 through 11 of the cover page for each Reporting Person report
beneficial ownership of Shares as of December 31, 2022.
13G
1
|
NAMES OF REPORTING PERSONS
Rajiv A. Patel
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
15,177,4331
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
15,177,4331
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,177,4331
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 As of December 31, 2022, the date of the event which
requires the filing of this Statement, the Reporting Persons held
an aggregate of 15,177,433 Shares. As of the date this Statement is
filed, the Reporting Persons hold an aggregate of 0 Shares. Rows 2
and 5 through 11 of the cover page for each Reporting Person report
beneficial ownership of Shares as of December 31, 2022.
13G
1
|
NAMES OF REPORTING PERSONS
Thomas G. Roberts, Jr.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
15,177,4331
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
15,177,4331
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,177,4331
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 As of December 31, 2022, the date of the event which
requires the filing of this Statement, the Reporting Persons held
an aggregate of 15,177,433 Shares. As of the date this Statement is
filed, the Reporting Persons hold an aggregate of 0 Shares. Rows 2
and 5 through 11 of the cover page for each Reporting Person report
beneficial ownership of Shares as of December 31, 2022.
13G
1
|
NAMES OF REPORTING PERSONS
Edric C. Saito
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
15,177,4331
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
15,177,4331
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,177,4331
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 As of December 31, 2022, the
date of the event which requires the filing of this Statement, the
Reporting Persons held an aggregate of 15,177,433 Shares. As of the
date this Statement is filed, the Reporting Persons hold an
aggregate of 0 Shares. Rows 2 and 5 through 11 of the cover page
for each Reporting Person report beneficial ownership of Shares as
of December 31, 2022.
13G
1
|
NAMES OF REPORTING PERSONS
William Seybold
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
15,177,4331
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
15,177,4331
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,177,4331
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 As of December 31, 2022, the
date of the event which requires the filing of this Statement, the
Reporting Persons held an aggregate of 15,177,433 Shares. As of the
date this Statement is filed, the Reporting Persons hold an
aggregate of 0 Shares. Rows 2 and 5 through 11 of the cover page
for each Reporting Person report beneficial ownership of Shares as
of December 31, 2022.
13G
1
|
NAMES OF REPORTING PERSONS
Daniel S. Short
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
15,177,4331
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
15,177,4331
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,177,4331
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 As of December 31, 2022, the
date of the event which requires the filing of this Statement, the
Reporting Persons held an aggregate of 15,177,433 Shares. As of the
date this Statement is filed, the Reporting Persons hold an
aggregate of 0 Shares. Rows 2 and 5 through 11 of the cover page
for each Reporting Person report beneficial ownership of Shares as
of December 31, 2022.
13G
1
|
NAMES OF REPORTING PERSONS
Andrew J. M. Spokes
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
15,177,4331
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
15,177,4331
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,177,4331
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 As of December 31, 2022, the
date of the event which requires the filing of this Statement, the
Reporting Persons held an aggregate of 15,177,433 Shares. As of the
date this Statement is filed, the Reporting Persons hold an
aggregate of 0 Shares. Rows 2 and 5 through 11 of the cover page
for each Reporting Person report beneficial ownership of Shares as
of December 31, 2022.
13G
1
|
NAMES OF REPORTING PERSONS
John R. Warren
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
15,177,4331
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
15,177,4331
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,177,4331
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 As of December 31, 2022, the
date of the event which requires the filing of this Statement, the
Reporting Persons held an aggregate of 15,177,433 Shares. As of the
date this Statement is filed, the Reporting Persons hold an
aggregate of 0 Shares. Rows 2 and 5 through 11 of the cover page
for each Reporting Person report beneficial ownership of Shares as
of December 31, 2022.
13G
1
|
NAMES OF REPORTING PERSONS
Mark C. Wehrly
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The
reporting persons making this filing hold an aggregate of
15,177,433 Shares, which
is 2.3% of the class of securities. The reporting person on
this cover page, however, is a beneficial owner only of the
securities reported by it on this cover page. 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
15,177,4331
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
15,177,4331
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,177,4331
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See
Instructions)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%1
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
1 As of December 31, 2022, the
date of the event which requires the filing of this Statement, the
Reporting Persons held an aggregate of 15,177,433 Shares. As of the
date this Statement is filed, the Reporting Persons hold an
aggregate of 0 Shares. Rows 2 and 5 through 11 of the cover page
for each Reporting Person report beneficial ownership of Shares as
of December 31, 2022.
This Amendment No. 1 to Schedule 13G amends and restates in its
entirety the Schedule 13G initially filed on September 7, 2022
(together with all prior and current amendments thereto, this
“Schedule 13G”).
Item
1. Issuer
(a) Name
of Issuer:
Clarivate Plc (the “Company”)
(b) Address
of Issuer’s Principal Executive Offices:
70 St. Mary Axe
London EC3A 8BE
United Kingdom
Item
2. Identity
and Background
Title of Class of Securities and CUSIP Number (Items 2(d) and
(e))
This statement relates to Ordinary Shares, no par value (the
“Shares”) of the Company. The CUSIP
number of the Shares is G21810109.
Name of Persons Filing, Address of Principal Business Office and
Citizenship (Items 2(a), (b) and (c))
This statement is filed by the entities and persons listed below,
all of whom together are referred to herein as the “Reporting
Persons.”
The Farallon Funds
(i)
|
Farallon Capital Partners, L.P., a California limited partnership
(“FCP”), with respect to the Shares held by it;
|
(ii)
|
Farallon Capital Institutional Partners, L.P., a California limited
partnership (“FCIP”), with respect to the Shares held by
it;
|
(iii)
|
Farallon Capital Institutional Partners II, L.P., a California
limited partnership (“FCIP II”), with respect to the Shares
held by it;
|
(iv)
|
Farallon Capital Institutional Partners III, L.P., a Delaware
limited partnership (“FCIP III”), with respect to the Shares
held by it;
|
(v)
|
Four Crossings Institutional Partners V, L.P., a Delaware limited
partnership (“FCIP V”), with respect to the Shares held by
it;
|
(vi)
|
Farallon Capital Offshore Investors II, L.P., a Cayman Islands
exempted limited partnership (“FCOI II”), with respect to
the Shares held by it;
|
(vii)
|
Farallon Capital (AM) Investors, L.P., a Delaware limited
partnership (“FCAMI”), with respect to the Shares held by
it;
|
(viii)
|
Farallon Capital F5 Master I, L.P., a Cayman Islands exempted
limited partnership (“F5MI”), with respect to the Shares
held by it; and
|
(ix)
|
Farallon Equity Partners Master, L.P., a Cayman Islands exempted
limited partnership (“FEPM”), with respect to the Shares
held by it.
|
FCP, FCIP, FCIP II, FCIP III, FCIP V, FCOI II, FCAMI, F5MI and FEPM
are together referred to herein as the “Farallon
Funds.”
The Farallon General Partner
(x)
|
Farallon Partners, L.L.C., a Delaware limited liability company
(the “Farallon General Partner”), which is the general
partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI
and the sole member of each of the FCIP V General Partner (as
defined below) and the FEPM General Partner (as defined below),
with respect to the Shares held by each of the Farallon Funds
other than F5MI.
|
The FCIP V General Partner
(xi)
|
Farallon Institutional (GP) V, L.L.C., a Delaware limited liability
company (the “FCIP V General Partner”), which is the general
partner of FCIP V, with respect to the Shares held by FCIP V.
|
The F5MI General Partner
(xii)
|
Farallon F5 (GP), L.L.C., a Delaware limited liability company (the
“F5MI General Partner”), which is the general partner of
F5MI, with respect to the Shares held by F5MI.
|
The FEPM General Partner
(xiii)
|
Farallon Equity Partners (GP), L.L.C., a Delaware limited liability
company (the “FEPM General Partner”), which is the general
partner of FEPM, with respect to the Shares held by FEPM.
|
The Farallon Individual Reporting Persons
(xiv)
|
The following persons, each of whom is a managing member or senior
managing member, as the case may be, of the Farallon General
Partner and a manager or senior manager, as the case may be, of the
FCIP V General Partner, the F5MI General Partner and the FEPM
General Partner, with respect to the Shares held by the Farallon
Funds: Joshua J. Dapice (“Dapice”); Philip D. Dreyfuss
(“Dreyfuss”); Hannah E. Dunn (“Dunn”); Michael B.
Fisch (“Fisch”); Richard B. Fried (“Fried”); Varun N.
Gehani (“Gehani”); Nicolas Giauque (“Giauque”); David
T. Kim (“Kim”); Michael G. Linn (“Linn”); Rajiv A.
Patel (“Patel”); Thomas G. Roberts, Jr. (“Roberts”);
Edric C. Saito (“Saito”); William Seybold
(“Seybold”); Daniel S. Short (“Short”); Andrew
J. M. Spokes (“Spokes”); John R. Warren (“Warren”);
and Mark C. Wehrly (“Wehrly”).
|
Dapice, Dreyfuss, Dunn, Fisch, Fried, Gehani, Giauque, Kim, Linn,
Patel, Roberts, Saito, Seybold, Short, Spokes, Warren and Wehrly
are together referred to herein as the “Farallon Individual
Reporting Persons.”
The citizenship of each of the Farallon Funds, the Farallon
General Partner, the FCIP V General Partner, the F5MI General
Partner and the FEPM General Partner is set forth above. Each
of the Farallon Individual Reporting Persons, other than Giauque
and Spokes, is a citizen of the United States. Giauque is a
citizen of France. Spokes is a citizen of the United Kingdom.
The address of the principal business office of each of the
Reporting Persons is c/o Farallon Capital Management, L.L.C.,
One Maritime Plaza, Suite 2100, San Francisco, California
94111.
Item
3. |
If
This Statement Is Filed Pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), Check Whether
the Person Filing Is an Entity Specified in (a) - (k):
|
Not applicable.
Item
4. Ownership
The information required by Items 4(a) - (c) and set forth in Rows
5 through 11 of the cover page for each Reporting Person is
incorporated herein by reference for each such Reporting
Person.
The Shares reported hereby for the Farallon Funds are owned
directly by the Farallon Funds. The Farallon General Partner, as
general partner of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI
and the sole member of the FCIP V General Partner and the FEPM
General Partner, may be deemed to be a beneficial owner of all such
Shares owned by the Farallon Funds other than F5MI. The FCIP V
General Partner, as general partner of FCIP V, may be deemed to be
a beneficial owner of all such Shares owned by FCIP V. The F5MI
General Partner, as general partner of F5MI, may be deemed to be a
beneficial owner of all such Shares owned by F5MI. The FEPM
General Partner, as general partner of FEPM, may be deemed to be a
beneficial owner of all such Shares owned by FEPM. Each of
the Farallon Individual Reporting Persons, as a managing member or
senior managing member, as the case may be, of the Farallon General
Partner and a manager or senior manager, as the case may be, of the
FCIP V General Partner, the F5MI General Partner and the FEPM
General Partner, in each case with the power to exercise investment
discretion, may be deemed to be a beneficial owner of all such
Shares owned by the Farallon Funds. Each of the Farallon General Partner, the FCIP
V General Partner, the F5MI General Partner, the FEPM General
Partner and the Farallon Individual Reporting Persons hereby
disclaims any beneficial ownership of any such Shares.
Item
5. Ownership
of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof each of the Reporting Persons has ceased to be a
beneficial owner of more than five percent of the class of
securities, check the following: X
Item
6. Ownership
of More than Five Percent on Behalf of Another
Person
Not applicable.
Item
7. |
Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company or Control Person
|
Not applicable.
Item
8. |
Identification and Classification of Members of the
Group
|
The Reporting Persons are filing this Schedule 13G pursuant to
Section 240.13d-1(c). Consistent with Item 2 of the cover
page for each Reporting Person above, the Reporting Persons neither
disclaim nor affirm the existence of a group among them.
Item
9. Notice
of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under
§240.14a-11.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated: February 7, 2023
|
/s/ John R. Warren
|
|
FARALLON PARTNERS, L.L.C.,
|
|
On its own behalf and
|
|
As the General Partner of
|
|
FARALLON CAPITAL PARTNERS, L.P.,
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
|
|
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P. and
|
|
FARALLON CAPITAL (AM) INVESTORS, L.P.
|
|
By John R. Warren, Managing Member
|
|
|
|
/s/ John R. Warren
|
|
FARALLON INSTITUTIONAL (GP) V, L.L.C.
|
|
On its own behalf and
|
|
As the General Partner of
|
|
FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
|
|
By John R. Warren, Manager
|
|
|
|
/s/ John R. Warren
|
|
FARALLON F5 (GP), L.L.C.
|
|
On its own behalf and
|
|
As the General Partner of
|
|
FARALLON CAPITAL F5 MASTER I, L.P.
|
|
By John R. Warren, Manager
|
|
|
|
/s/ John R. Warren
|
|
FARALLON EQUITY PARTNERS (GP), L.L.C.
|
|
On its own behalf and
|
|
As the General Partner of
|
|
FARALLON EQUITY PARTNERS MASTER, L.P.
|
|
By John R. Warren, Manager
|
|
|
|
/s/ John R. Warren
|
|
John R. Warren, individually and as attorney-in-fact for each of
Joshua J. Dapice, Philip D. Dreyfuss, Hannah E. Dunn, Michael B.
Fisch, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T.
Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Edric
C. Saito, William Seybold, Daniel S. Short, Andrew J. M. Spokes and
Mark C. Wehrly
|
The Powers of Attorney executed by
each of Dapice, Dreyfuss, Dunn, Fisch, Fried, Gehani, Giauque, Kim,
Linn, Patel, Roberts, Saito, Seybold, Short, Spokes and Wehrly
authorizing Warren to sign and file this Schedule 13G on his or her
behalf, which were filed as exhibits to the Schedule 13G filed with
the Securities and Exchange Commission (the “SEC”) on
January 31, 2023 by such Reporting Persons with respect to the
Class A Ordinary Shares of ARYA Sciences Acquisition Corp IV, are
hereby incorporated by reference.
EXHIBIT INDEX
EXHIBIT 1
|
Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
|
EXHIBIT 1
to
SCHEDULE 13G
JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-1(k)
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G
shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint acquisition statements.
The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and
accuracy of the information concerning him, her or it contained
therein, but shall not be responsible for the completeness and
accuracy of the information concerning the other entities or
persons, except to the extent that he, she or it knows or has
reason to believe that such information is inaccurate.
Dated: February 7, 2023
|
/s/ John R. Warren
|
|
FARALLON PARTNERS, L.L.C.,
|
|
On its own behalf and
|
|
As the General Partner of
|
|
FARALLON CAPITAL PARTNERS, L.P.,
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
|
|
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
|
|
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P. and
|
|
FARALLON CAPITAL (AM) INVESTORS, L.P.
|
|
By John R. Warren, Managing Member
|
|
|
|
/s/ John R. Warren
|
|
FARALLON INSTITUTIONAL (GP) V, L.L.C.
|
|
On its own behalf and
|
|
As the General Partner of
|
|
FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
|
|
By John R. Warren, Manager
|
|
|
|
/s/ John R. Warren
|
|
FARALLON F5 (GP), L.L.C.
|
|
On its own behalf and
|
|
As the General Partner of
|
|
FARALLON CAPITAL F5 MASTER I, L.P.
|
|
By John R. Warren, Manager
|
|
|
|
/s/ John R. Warren
|
|
FARALLON EQUITY PARTNERS (GP), L.L.C.
|
|
On its own behalf and
|
|
As the General Partner of
|
|
FARALLON EQUITY PARTNERS MASTER, L.P.
|
|
By John R. Warren, Manager
|
|
|
|
/s/ John R. Warren
|
|
John R. Warren, individually and as attorney-in-fact for each of
Joshua J. Dapice, Philip D. Dreyfuss, Hannah E. Dunn, Michael B.
Fisch, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T.
Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Edric
C. Saito, William Seybold, Daniel S. Short, Andrew J. M. Spokes and
Mark C. Wehrly
|