Initial Statement of Beneficial Ownership (3)
04 Januar 2021 - 10:52PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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0.5
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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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1. Name and Address of Reporting Person
*
Onex US Principals LP |
2. Date of Event Requiring Statement (MM/DD/YYYY)
1/1/2021
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3. Issuer Name and Ticker or Trading Symbol
CLARIVATE Plc [CCC]
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(Last)
(First)
(Middle)
165 W CENTER STREET, SUITE 401 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
MARION, OH 43302
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Ordinary Shares | 71418266 | I | See footnotes (1)(2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | Represents: (i) 26,454,617 ordinary shares held by Onex Partners IV LP ("Onex IV"), (ii) 1,307,836 ordinary shares held by Onex Partners IV PV LP ("Onex IV PV"), (iii) 183,130 ordinary shares held by Onex Partners IV Select LP ("Onex IV Select"), (iv) 756,574 ordinary shares held by Onex Partners IV GP LP ("Onex IV GP"), (v) 974,797 ordinary shares held by Onex US Principals LP ("Onex US"), (vi) 24,697,644 ordinary shares held by Onex Partners Holdings LLC ("Onex Holdings"), (vii) 1,563,583 ordinary shares held by New PCo A LP ("New PCo") and (viii) 15,480,085 ordinary shares held by Onex Camelot Co-Invest LP ("Onex Camelot"). |
(2) | Onex Corporation may be deemed to beneficially own the ordinary shares held by (a) each of Onex IV, Onex IV PV, Onex Camelot, Onex IV GP and Onex IV Select, through its ownership of all of the common stock of Onex Partners Canadian GP Inc., which owns all of the equity of (i) Onex Partners IV GP Limited, which is the general partner of Onex IV GP, which is the general partner of each of Onex IV, Onex IV PV and Onex Camelot; and (ii) Onex Partners IV GP LLC, which is the general partner of Onex IV Select; (b) Onex US, through its ownership of all of the equity of Onex Private Equity Holdings LLC, which owns all of the equity of Onex American Holdings GP LLC, the general partner of Onex US; and (c) Onex Holdings, through its ownership of all of the equity of Onex Private Equity Holdings LLC, which owns all of the equity of Onex American Holdings Subco LLC, which is the majority owner of Onex Holdings. |
(3) | New PCo GP Inc. is the general partner of New PCo and as such may be deemed to beneficially own the ordinary shares held by New PCo. Mr. Gerald W. Schwartz beneficially owns all of the shares held by Onex Corporation and indirectly controls New PCo GP Inc., and as such Mr. Schwartz may be deemed to share beneficial ownership of the shares beneficially owned by Onex Corporation and New PCo GP Inc. |
Remarks: Due to the limitations of the SEC's electronic filing system, each of Onex Corporation, Onex Partners Canadian GP Inc., Onex Partners IV GP Limited, Onex Partners IV GP LP, Onex Partners IV LP, Onex Partners IV PV LP, Onex Camelot Co-Invest LP, Onex Partners IV GP LLC, Onex Partners IV Select LP and Onex American Holdings GP LLC are filing a separate Form 4. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Onex US Principals LP 165 W CENTER STREET, SUITE 401 MARION, OH 43302 |
| X |
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New PCo GP Inc 161 BAY STREET TORONTO, A6 M5J 2S1 |
| X |
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New PCo A LP 161 BAY STREET TORONTO, A6 M5J 2S1 |
| X |
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SCHWARTZ GERALD W 161 BAY STREET TORONTO, A6 M5J 2S1 |
| X |
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Onex Private Equity Holdings LLC 165 W CENTER STREET, SUITE 401 MARION, OH 43302 |
| X |
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Onex American Holdings Subco LLC 165 W CENTER STREET, SUITE 401 MARION, OH 43302 |
| X |
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Onex Partners Holdings LLC 165 W CENTER STREET, SUITE 401 MARION, OH 43302 |
| X |
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Signatures
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Onex US Principals LP By: Onex American Holdings GP LLC, its general partner By: /s/ Joshua Hausman, Director | | 1/4/2020 |
**Signature of Reporting Person | Date |
Onex Private Equity Holdings LLC By: /s/ Joshua Hausman, Director | | 1/4/2020 |
**Signature of Reporting Person | Date |
Onex American Holdings Subco LLC By: /s/ Joshua Hausman, Director | | 1/4/2020 |
**Signature of Reporting Person | Date |
Onex Partners Holdings LLC By: /s/ Joshua Hausman, Director | | 1/4/2020 |
**Signature of Reporting Person | Date |
New PCo GP Inc. By: /s/ Michelle Iskander, Secretary | | 1/4/2020 |
**Signature of Reporting Person | Date |
New PCo A LP By: New PCo GP Inc., its general partner By: /s/ Michelle Iskander, Secretary | | 1/4/2020 |
**Signature of Reporting Person | Date |
Gerald W. Schwartz By: /s/ Andrea E. Daly, attorney-in-fact | | 1/4/2020 |
**Signature of Reporting Person | Date |
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