Form 4 for CLVT CLARIVATE PLC
Accepted 2021-12-03 00:00:00 ET · period of report 2021-12-01 · accession 0000950103-21-019299 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| MI | 2021-12-03 | 2021-12-01 | CLVT | Snyder Andrew Miles | Dir | A - Grant | — | +25.28M | 5.96M | New | — |
| 2021-12-03 | 2021-12-01 | CLVT | Snyder Andrew Miles | Dir | A - Grant | $0.00 | +3,070 | 3,070 | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Ordinary Shares | 2021-12-01 | A | A | 8,821,984 | — | 8,821,984 | I By Cambridge Information Group II LLC | — | — | (F3) (ii) that certain Agreement and Plan of Merger, dated as of May 15, 2021, by and among Clarivate, Ex Libris Intermediate TopCo, Inc., a Delaware corporation and the other parties signatory thereto, collectively pursuant to which Clarivate and certain of its affiliates acquired ProQuest for approximately $4,000,000 in cash consideration and 46,910,922 Clarivate ordinary shares, in the aggregate. (F2) Reflects ordinary shares of Clarivate Plc, a public limited company organized under the laws of the Island of Jersey ("Clarivate") received by the CIG Entities (as defined below) upon the closing of the transactions contemplated by (i) that certain Transaction Agreement, dated as of May 15, 2021, as amended on July 28, 2021 and November 12, 2021, by and among Clarivate, ProQuest Holdings LLC, a Delaware limited liability company (together with certain of its affiliates "ProQuest"), Cambridge Information Group Inc., a Maryland corporation ("CIG"), A-PQ Holdings, LLC, a Delaware limited liability company, and the other parties signatory thereto and (F4) Andrew M. Snyder is the Chief Executive Officer of and a shareholder in CIG, which acts as manager of Cambridge Information Group II LLC and Cambridge Information Group III LLC (collectively with CIG and CSA GP Corporation, the "CIG Entities"). CSA GP Corporation is a wholly owned subsidiary of CIG. Mr. Snyder disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 2 | Common | Ordinary Shares | 2021-12-01 | A | A | 3,417 | — | 3,417 | I | — | — | (F3) (ii) that certain Agreement and Plan of Merger, dated as of May 15, 2021, by and among Clarivate, Ex Libris Intermediate TopCo, Inc., a Delaware corporation and the other parties signatory thereto, collectively pursuant to which Clarivate and certain of its affiliates acquired ProQuest for approximately $4,000,000 in cash consideration and 46,910,922 Clarivate ordinary shares, in the aggregate. (F2) Reflects ordinary shares of Clarivate Plc, a public limited company organized under the laws of the Island of Jersey ("Clarivate") received by the CIG Entities (as defined below) upon the closing of the transactions contemplated by (i) that certain Transaction Agreement, dated as of May 15, 2021, as amended on July 28, 2021 and November 12, 2021, by and among Clarivate, ProQuest Holdings LLC, a Delaware limited liability company (together with certain of its affiliates "ProQuest"), Cambridge Information Group Inc., a Maryland corporation ("CIG"), A-PQ Holdings, LLC, a Delaware limited liability company, and the other parties signatory thereto and |
| 3 | Common | Ordinary Shares | 2021-12-01 | A | A | 3,070 | $0.00 | 3,070 | D By Cambridge Information Group Inc. | — | — | (F1) Reflects a prorated annual non-employee director award of restricted share units granted pursuant to the Clarivate Plc 2019 Incentive Award Plan, which will vest on May 6, 2022. (F4) Andrew M. Snyder is the Chief Executive Officer of and a shareholder in CIG, which acts as manager of Cambridge Information Group II LLC and Cambridge Information Group III LLC (collectively with CIG and CSA GP Corporation, the "CIG Entities"). CSA GP Corporation is a wholly owned subsidiary of CIG. Mr. Snyder disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 4 | Common | Ordinary Shares | 2021-12-01 | A | A | 10,489,466 | — | 10,489,466 | I By Cambridge Information Group III LLC | — | — | (F3) (ii) that certain Agreement and Plan of Merger, dated as of May 15, 2021, by and among Clarivate, Ex Libris Intermediate TopCo, Inc., a Delaware corporation and the other parties signatory thereto, collectively pursuant to which Clarivate and certain of its affiliates acquired ProQuest for approximately $4,000,000 in cash consideration and 46,910,922 Clarivate ordinary shares, in the aggregate. (F2) Reflects ordinary shares of Clarivate Plc, a public limited company organized under the laws of the Island of Jersey ("Clarivate") received by the CIG Entities (as defined below) upon the closing of the transactions contemplated by (i) that certain Transaction Agreement, dated as of May 15, 2021, as amended on July 28, 2021 and November 12, 2021, by and among Clarivate, ProQuest Holdings LLC, a Delaware limited liability company (together with certain of its affiliates "ProQuest"), Cambridge Information Group Inc., a Maryland corporation ("CIG"), A-PQ Holdings, LLC, a Delaware limited liability company, and the other parties signatory thereto and (F4) Andrew M. Snyder is the Chief Executive Officer of and a shareholder in CIG, which acts as manager of Cambridge Information Group II LLC and Cambridge Information Group III LLC (collectively with CIG and CSA GP Corporation, the "CIG Entities"). CSA GP Corporation is a wholly owned subsidiary of CIG. Mr. Snyder disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 5 | Common | Ordinary Shares | 2021-12-01 | A | A | 5,964,601 | — | 5,964,601 | I By CSA GP Corporation | — | — | (F3) (ii) that certain Agreement and Plan of Merger, dated as of May 15, 2021, by and among Clarivate, Ex Libris Intermediate TopCo, Inc., a Delaware corporation and the other parties signatory thereto, collectively pursuant to which Clarivate and certain of its affiliates acquired ProQuest for approximately $4,000,000 in cash consideration and 46,910,922 Clarivate ordinary shares, in the aggregate. (F2) Reflects ordinary shares of Clarivate Plc, a public limited company organized under the laws of the Island of Jersey ("Clarivate") received by the CIG Entities (as defined below) upon the closing of the transactions contemplated by (i) that certain Transaction Agreement, dated as of May 15, 2021, as amended on July 28, 2021 and November 12, 2021, by and among Clarivate, ProQuest Holdings LLC, a Delaware limited liability company (together with certain of its affiliates "ProQuest"), Cambridge Information Group Inc., a Maryland corporation ("CIG"), A-PQ Holdings, LLC, a Delaware limited liability company, and the other parties signatory thereto and (F4) Andrew M. Snyder is the Chief Executive Officer of and a shareholder in CIG, which acts as manager of Cambridge Information Group II LLC and Cambridge Information Group III LLC (collectively with CIG and CSA GP Corporation, the "CIG Entities"). CSA GP Corporation is a wholly owned subsidiary of CIG. Mr. Snyder disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |