Statement of Changes in Beneficial Ownership (4)
December 21 2021 - 5:18PM
Edgar (US Regulatory)
FORM 4
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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
*
Samson James Gordon |
2. Issuer Name and Ticker or Trading Symbol
CLARIVATE Plc
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CLVT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, IP Group |
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(Last)
(First)
(Middle)
C/O CLAIRVATE PLC, FRIARS HOUSE, 160 BLACKFRIARS ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/20/2021 |
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(Street)
LONDON, X0 SE1 8EZ
(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)
_X
_ Form filed by One Reporting Person
___ 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 | 12/20/2021 | | M | | 41721.60 | A | $0 | 946154.60 | D | |
| Ordinary Shares | 12/20/2021 | | D | | 41721.60 | D | $23.7795 | 904433 | D | |
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 |
| Phantom Shares | $0.0 (1) | 12/20/2021 | | M (2) | | | 15509 (3) | (1) | (1) | Ordinary Shares | 41721.6 | $0 | 0 | D (3) | |
| Explanation of Responses: |
| (1) | Represents phantom awards (the "Phantom Shares") granted to the reporting person under the CPA Global Employee Phantom Share Plan (the "Phantom Plan"), which vested on October 1, 2021. Each Phantom Share is the equivalent of approximately 2.7 ordinary shares of the Issuer and entitle the reporting person to a cash payment equal to the weighted average sale price of all ordinary shares of the Issuer held by Capri Acquisition Topco Limited ("Capri TopCo"), or by an employee benefit trust on behalf of the reporting person, with respect to all Phantom Shares awarded under the Phantom Plan, multiplied by the number of ordinary shares of the Issuer underlying the reporting person's Phantom Shares. |
| (2) | Represents the settlement of Phantom Shares held by the reporting person, as described in more detail in footnote 1, for cash. |
| (3) | The reporting person's Form 3, filed on July 14, 2021, reported the Phantom Shares as indirectly held by Capri Topco. While the ordinary shares of the Issuer underlying the Phantom Shares were held by Capri TopCo, or by an employee benefit trust on behalf of the reporting person, the reporting person directly holds the Phantom Shares. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Samson James Gordon
C/O CLAIRVATE PLC
FRIARS HOUSE, 160 BLACKFRIARS ROAD
LONDON, X0 SE1 8EZ |
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| President, IP Group |
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Signatures
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| /s/ Julio Martin, Attorney in Fact | | 12/21/2021 |
| **Signature of Reporting Person | Date |
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