Sec Form 13D Filing - Canyon Holdings (Cayman) L.P. filing for CISION LTD. (CISN) - 2020-02-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

CISION LTD.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G1992S 109

(CUSIP Number)

Canyon Holdings (Cayman), L.P.

c/o GTCR Investment X AIV Ltd.

300 N. LaSalle Street

Suite 5600

Chicago, Illinois 60654

Attention: Jeffrey S. Wright

(312) 382-2200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

COPY TO:

Dennis M. Myers, P.C.

Kirkland & Ellis LLP

300 N. LaSalle Street

Chicago, Illinois 60654

(312) 862-2000

January 31, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on 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).

CUSIP No. G1992S 109

CUSIP No. G1992S 109

CUSIP No. G1992S 109

This Amendment No. 10 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on July 6, 2017, as amended by Amendment No. 1 filed with the SEC on November 8, 2017, as further amended by Amendment No. 2 filed with the SEC on March 26, 2018, as further amended by Amendment No. 3 filed with the SEC on May 23, 2018, as further amended by Amendment No. 4 as filed with the SEC on June 19, 2018, as further amended by Amendment No. 5 filed with the SEC on July 11, 2018, as further amended by Amendment No. 6 filed with the SEC on September 17, 2018, as further amended by Amendment No. 7 filed with the SEC on September 21, 2018, as further amended by Amendment No. 8 filed with the SEC on December 4, 2018, and as further amended by Amendment No. 9 filed with the SEC on October 25, 2019 (as amended, the “Original Schedule 13D”). Except as set forth herein, the Original Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Original Schedule 13D.

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:

On January 31, 2020, Castle Merger Limited (“Merger Sub”), a wholly owned subsidiary of Castle Acquisition Limited (“Parent”), merged with and into the Issuer (the “Merger”) as contemplated by the Merger Agreement, dated as of October 22, 2019, by and among the Issuer, Parent and Castle Merger Limited. As a result of the Merger, the Issuer became a wholly owned subsidiary of Parent and each Ordinary Share issued and outstanding immediately prior to the effective time of the Merger wa s automatically cancelled and exchanged into the right to receive merger consideration of $10.00 in cash, without interest and subject to any applicable withholding taxes.

Item 5 is amended and restated in its entirety to read as follows:

(a), (b) As a result of the consummation of the Merger, the Reporting Persons no longer hold any securities of the Issuer.

(c) Except as set forth in this Item 5, none of the Reporting Persons has engaged in any transaction during the past 60 days involving Ordinary Shares.

(d) Not applicable.

(e) The Reporting Persons ceased to beneficially own more than five percent of the Ordinary Shares on January 31, 2020.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date:  February 4, 2020