8-A12B 1 tm2118906d3_8a12b.htm FORM 8-A12B

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(B) OR (G) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

CLARIVATE PLC

(Exact Name of Registrant as Specified in its Charter)

     
Jersey, Channel Islands   N/A
(State or Other Jurisdiction of Incorporation or Organization)   (I.R.S. Employer Identification No.)
   

Friars House

160 Blackfriars Road

London, United Kingdom

  SE1 8EZ
(Address of principal executive offices)   (Zip code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

     
Title of each class
to be so registered
  Name of exchange on which
each class is to be registered
5.25% Series A Mandatory Convertible Preferred Shares, no par value   New York Stock Exchange

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following. ¨

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

 

Securities Act registration or Regulation A offering statement file number to which this form relates:

333-239328

333-256956

 

Securities to be registered pursuant to Section 12(g) of the Act:

None

 

 

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereby are the 5.25% Series A Mandatory Convertible Preferred Shares (the “Mandatory Convertible Preferred Shares”), no par value, of Clarivate PLC (the “Company”). The description of the terms of the Mandatory Convertible Preferred Shares set forth under the heading “Description of Convertible Preferred Shares,” in the Company’s prospectus supplement, dated June 9, 2021, as filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and in the section entitled “Description of Share Capital” in the accompanying prospectus, dated July 1, 2020, which constitutes a part of the Company’s Registration Statement on Form S-3 (File No. 333-239328) filed under the Securities Act of 1933, as amended, is hereby incorporated herein by reference.

 

Item 2. Exhibits.

       
3.1 Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of the Company filed with the SEC on May 12, 2021).
   
3.2 Statement of Rights of the 5.25% Series A Mandatory Convertible Preferred Shares of Clarivate PLC, effective June 14, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of the Company filed with the SEC on June 14, 2021).
   
3.3 Form of Certificate of the 5.25% Series A Mandatory Convertible Preferred Shares (included as Exhibit A to Exhibit 3.2).
           

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

           
  Clarivate PLC
     
Date: June 14, 2021 By:  

/s/ Richard Hanks

      Name:   Richard Hanks
      Title:   Chief Financial Officer