Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )*
Under the Securities Exchange Act of 1934
Clarivate Analytics PLC
(Name of Issuer)
Ordinary Shares
(Titles of Class of Securities)
G21810109
(CUSIP Number)
December 31, 2019
(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)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* The remainder of this cover page shall be filled out of 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 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, as amended (the “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).
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CUSIP No. G21810109
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SCHEDULE 13G |
Page 2 of 5
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael S. Klein |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
19,878,342
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
19,878,342
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,878,342
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐ |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. G21810109
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SCHEDULE 13G |
Page 3 of 5
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Item 1(a).
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Name of Issuer:
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Clarivate Analytics PLC
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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1500 Spring Garden Street
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Philadelphia, PA 19130
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Item 2(a).
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Name of Person Filing:
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Michael S. Klein
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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The principal business address of each of the Reporting Persons is as follows:
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640 Fifth Avenue, 12th Floor
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New York, NY 10019
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Item 2(c).
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Citizenship:
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United States
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Item 2(d).
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Titles of Classes of Securities:
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Ordinary Shares
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Item 2(e).
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CUSIP Number:
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G21810109
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):
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(a)
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☐
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Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
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(b)
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Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐
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Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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☐
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Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J).
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(k)
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Group in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution:
Not Applicable.
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CUSIP No. G21810109
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SCHEDULE 13G |
Page 4 of 5
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Item 4.
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Ownership
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The ordinary shares reported herein includes:
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(i) 500,000 ordinary shares held directly by Mr. Klein,
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(ii) 5,655,738 ordinary shares and 6,000,000 ordinary shares issuable upon the exercise of warrants held by Garden State Capital Partners LLC, and
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(iii) 3,695,778 ordinary shares and warrants to purchase 4,026,826 ordinary shares held by M. Klein Associates, Inc.
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Mr. Klein holds an equity interest in and is the managing member of Garden State Capital Par
tners LLC and is the sole stockholder of M. Klein Associates, Inc. In such
capacities, Mr. Klein may be deemed to have voting and investment power over these shares.
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Percentage ownership is based on 306,874,115 ordinary shares outstanding as of December 31, 2019, as reported in the Issuer’s prospectus dated February 5, 2020
(Registration No. 333-236224) and also includes 24,000,000 ordinary shares issued and sold by the Issuer pursuant to the prospectus.
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(a)
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Amount beneficially owned:
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See responses to Item 9 on the cover page.
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(b)
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Percent of class:
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See responses to Item 11 on the cover page.
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(c)
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Number of shares as to which such person has:
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(i) |
Sole power to vote or to direct the vote:
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See responses to Item 5 on the cover page.
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(ii) |
Shared power to vote or to direct the vote:
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See responses to Item 6 on the cover page.
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(iii) |
Sole power to dispose or to direct the disposition of:
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See responses to Item 7 on the cover page.
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(iv)
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Shared power to dispose or to direct the disposition of:
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See responses to Item 8 on the cover page.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of
the class of securities, check the following ☐.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
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Item 10.
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Certification.
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Not Applicable.
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CUSIP No. G21810109
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SCHEDULE 13G |
Page 5 of 5
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2020
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Michael S. Klein
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| By: | /s/ Michael S. Klein | ||
| Name: |
Michael S. Klein
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