Statement of Changes in Beneficial Ownership (4)
16 Juni 2021 - 10:10PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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. Issuer Name and Ticker or Trading Symbol
CLARIVATE Plc
[
CLVT
]
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5. 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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(Last)
(First)
(Middle)
165 W CENTER STREET, SUITE 401 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/14/2021 |
(Street)
MARION, OH 43302
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Ordinary Shares | 6/14/2021 | | S | | 10562882 | D | $25.22 | 60855384 | 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. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | Following the transaction reported herein, represents: (i) 22,541,934 ordinary shares held by Onex Partners IV LP ("Onex IV"), (ii) 1,114,405 ordinary shares held by Onex Partners IV PV LP ("Onex IV PV"), (iii) 156,045 ordinary shares held by Onex Partners IV Select LP ("Onex IV Select"), (iv) 644,675 ordinary shares held by Onex Partners IV GP LP ("Onex IV GP"), (v) 830,623 ordinary shares held by Onex US Principals LP ("Onex US"), (vi) 21,044,821 ordinary shares held by Onex Partners Holdings LLC ("Onex Holdings"), (vii) 1,332,327 ordinary shares held by New PCo A LP ("New PCo") and (viii) 13,190,554 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 | | 6/16/2021 |
**Signature of Reporting Person | Date |
Onex Private Equity Holdings LLC By: /s/ Joshua Hausman, Director | | 6/16/2021 |
**Signature of Reporting Person | Date |
Onex American Holdings Subco LLC By: /s/ Joshua Hausman, Director | | 6/16/2021 |
**Signature of Reporting Person | Date |
Onex Partners Holdings LLC By: /s/ Joshua Hausman, Director | | 6/16/2021 |
**Signature of Reporting Person | Date |
New PCo GP Inc. By: /s/ Michelle Iskander, Secretary | | 6/16/2021 |
**Signature of Reporting Person | Date |
New PCo A LP By: New PCo GP Inc., its general partner By: /s/ Michelle Iskander, Secretary | | 6/16/2021 |
**Signature of Reporting Person | Date |
Gerald W. Schwartz By: /s/ Andrea E. Daly, attorney-in-fact | | 6/16/2021 |
**Signature of Reporting Person | Date |
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