Sec Form 4 Filing - MATHES RAINER @ CISION LTD. - 2018-01-23

FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MATHES RAINER 2. Issuer Name and Ticker or Trading Symbol CISION LTD. [ CISN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, Cision Insights (Last) (First) (Middle) 130 EAST RANDOLPH STREET, 7TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/23/2018 (Street) CHICAGO, IL60601 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Ordinary Shares 01/23/2018 J( 1 ) 1,735,269 A 1,735,269 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MATHES RAINER 130 EAST RANDOLPH STREET, 7TH FLOOR CHICAGO, IL60601 President, Cision Insights Signatures /s/ Kristie Scott, by Power of Attorney 01/25/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Doctor Rainer Mathes acquired these securities on January 23, 2018 in connection with the completion of the Share Purchase Agreement (the "SPA"), dated as of December 23, 2017, by and among Dr. Mathes and certain wholly owned subsidiaries of Cision Ltd. (the "Company") pursuant to which the Company indirectly acquired all of Dr. Mathes' interest in Prime Research Group. The SPA provides that up to EUR 2.5 million of deferred consideration amounts may be paid to Dr. Mathes in either cash or ordinary shares of the Company. Such election will be made at the sole discretion of Canyon UK Investments Ltd. ("Canyon") at the time such amounts (if any) become due. Canyon is a wholly owned subsidiary of the Company and a party to the SPA. ( 2 )Pursuant to the Share Purchase Agreement, the price of the ordinary shares issued to Dr. Mathes was derived from the average market closing price of the Company's ordinary shares for the ten trading days preceding completion under the Share Purchase Agreement, or approximately $11.608 per share.

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