Sec Form 4 Filing - Cortas Usama @ CLARIVATE Plc - 2021-01-21

Insider filing report for Changes in Beneficial Ownership
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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
Cortas Usama
2. Issuer Name and Ticker or Trading Symbol
CLARIVATE Plc [ CCC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD, SUITE 2000
3. Date of Earliest Transaction (MM/DD/YY)
01/21/2021
(Street)
LOS ANGELES, CA90025
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 01/21/2021 A 802,075 ( 1 ) ( 2 ) ( 3 ) A 116,666,507 ( 4 ) I See footnote. ( 4 ) ( 5 )
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
Cortas Usama
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES, CA90025
X X
Signatures
/s/ Andrew Goldberg, attorney-in-fact 01/25/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Ordinary Shares of Clarivate Plc (the "Issuer") reported herein were acquired as consideration in a stock transaction pursuant to a post-closing obligation under that certain Purchase Agreement, dated as of July 29, 2020, by and among Redtop Holdings Limited, Camelot UK Bidco Limited, Clarivate IP (US) Holdings Corporation and Clarivate Plc, relating to the purchase and sale of 100% of the equity securities of CPA Global Limited and CPA Global Group Holdings Limited.
( 2 )Capri Acquisitions Topco Limited ("Topco") is the direct holder of record of the Ordinary Shares of the Issuer reported herein, and holds such Ordinary Shares on behalf of Green Equity Investors VII, L.P. ("GEI VII"), Green Equity Investors Side VII, L.P. ("GEI Side VII"), GEI VII Capri AIV, L.P. ("AIV"), Capri Coinvest LP ("Coinvest"), LGP Associates VII-A LLC ("Associates VII-A"), and LGP Associates VII-B LLC ("Associates VII-B" and together with GEI VII, GEI Side VII, AIV, Coinvest, and Associates VII-A, the "Investors"), through GEI VII Capri Holdings, LLC ("Holdings"). Of the 802,075 Ordinary Shares acquired by Topco on behalf of the Investors through Holdings, (i) GEI VII is the indirect acquiror of 232,125 Ordinary Shares, (ii) GEI Side VII is the indirect acquiror of 324,938 Ordinary Shares, (iii) AIV is the indirect acquiror of 42,864 Ordinary Shares, (iv) Coinvest is the indirect acquiror of 193,146, (continued in footnote 3)
( 3 )(continued from footnote 2) (v) Associates VII-A is the indirect acquiror of 833 Ordinary Shares, and (vi) Associates VII-B is the indirect acquiror of 8,169 Ordinary Shares.
( 4 )Topco is the direct holder of record of the Ordinary Shares of the Issuer reported herein, and holds such Ordinary Shares on behalf of the Investors through Holdings. Of the 116,666,507 Ordinary Shares held by Topco on behalf of the Investors through Holdings, (i) GEI VII is the indirect owner of 33,763,998 Ordinary Shares, (ii) GEI Side VII is the indirect owner of 47,264,079 Ordinary Shares, (iii) AIV is the indirect owner of 6,234,835 Ordinary Shares, (iv) Coinvest is the indirect owner of 28,094,163, (v) Associates VII-A is the indirect owner of 121,171 Ordinary Shares, and (vi) Associates VII-B is the indirect owner of 1,188,261 Ordinary Shares.
( 5 )Mr. Cortas directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Ordinary Shares owned by the Investors through Topco and Holdings. Mr. Cortas disclaims beneficial ownership of the Ordinary Shares reported herein except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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