SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Green Equity Investors VII, L.P.

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD, SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
06/21/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 06/21/2021 J 33,763,998(1) D (1) 0(2) I See footnote.(2)(3)(4)(5)
Ordinary Shares 06/21/2021 J 33,763,998(1) A (1) 33,763,998(6) I See footnote.(3)(4)(5)(6)
Ordinary Shares 06/21/2021 J 47,264,079(1) D (1) 0(7) I See footnote.(3)(4)(5)(7)
Ordinary Shares 06/21/2021 J 47,264,079(1) A (1) 47,264,079(8) I See footnote.(3)(4)(5)(8)
Ordinary Shares 06/21/2021 J 6,234,835(1) D (1) 0(9) I See footnote.(3)(4)(5)(9)
Ordinary Shares 06/21/2021 J 6,234,835(1) A (1) 6,234,835(10) I See footnote.(3)(4)(5)(10)
Ordinary Shares 06/21/2021 J 28,094,163(1) D (1) 0(11) I See footnote.(3)(4)(5)(11)
Ordinary Shares 06/21/2021 J 28,094,163(1) A (1) 28,094,163(12) I See footnote.(3)(4)(5)(12)
Ordinary Shares 06/21/2021 J 121,171(1) D (1) 0(13) I See footnote.(3)(4)(5)(13)
Ordinary Shares 06/21/2021 J 121,171(1) A (1) 121,171(14) I See footnote.(3)(4)(5)(14)
Ordinary Shares 06/21/2021 J 1,188,261(1) D (1) 0(15) I See footnote.(3)(4)(5)(15)
Ordinary Shares 06/21/2021 J 1,188,261(1) A (1) 1,188,261(16) I See footnote.(3)(4)(5)(16)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
Green Equity Investors VII, L.P.

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD, SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Green Equity Investors Side VII, L.P.

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD, SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Capri Coinvest LP

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD, SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Capri Acquisitions Topco Ltd

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD, SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GEI VII Capri Holdings, LLC

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD, SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LGP Associates VII-A LLC

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD, SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LGP Associates VII-B LLC

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD, SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GEI VII Capri AIV, L.P.

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD, SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GEI Capital VII, LLC

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD, SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GEI Capri VII, LLC

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD, SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
Explanation of Responses:
1. In connection with a series of related reorganization transactions, which were effected on June 21, 2021, the Ordinary Shares of Clarivate Plc (the "Issuer") held by Capri Acquisitions Topco Limited ("Topco") indirectly for the benefit of GEI VII Capri Holdings, LLC ("Holdings") on behalf of certain of the Reporting Persons named herein were transferred to be held directly by Holdings on behalf of certain of the Reporting Persons named herein.
2. Represents Ordinary Shares held by Topco on behalf of Green Equity Investors VII, L.P. ("GEI VII") through Holdings, of which GEI VII is a member.
3. GEI Capital VII, LLC ("Capital") is the general partner of GEI VII, Green Equity Investors Side VII, L.P. ("GEI Side VII"), and GEI VII Capri AIV, L.P. ("AIV"). Leonard Green & Partners, L.P. ("LGP") is the management company of GEI VII and GEI Side VII, and an affiliate of Capital. LGP Management, Inc. ("LGPM") is the general partner of LGP. LGPM is the manager of GEI Capri VII, LLC ("Capri VII"), which is a member of Holdings. Peridot Coinvest Manager LLC ("Peridot") is the manager of Holdings, the management company of each of LGP Associates VII-A LLC ("Associates VII-A") and LGP Associates VII-B LLC ("Associates VII-B"), and the general partner of Capri Coinvest LP ("Coinvest").
4. Each of GEI VII, GEI Side VII, AIV, Coinvest, Associates VII-A, Associates VII-B, Topco, Holdings, Capital, Capri VII, LGP, LGPM, and Peridot, 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 some or all of the Ordinary Shares held by Topco ultimately on behalf of GEI VII, GEI Side VII, AIV, Coinvest, Associates VII-A, and Associates VII-B (together, the "Investors") and, therefore, a "ten percent holder" hereunder.
5. Each of the Reporting Persons disclaims beneficial ownership of the Ordinary Shares reported herein and not held for record by such Reporting Person, except to the extent of its pecuniary interest therein. This report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities not held of record by the respective Reporting Person, for purposes of Section 16 or for any other purpose.
6. Represents Ordinary Shares held by Holdings on behalf of GEI VII.
7. Represents Ordinary Shares held by Topco on behalf of GEI Side VII through Holdings, of which GEI Side VII is a member.
8. Represents Ordinary Shares held by Holdings on behalf of GEI Side VII.
9. Represents Ordinary Shares held by Topco on behalf of AIV through Holdings, of which AIV is a member.
10. Represents Ordinary Shares held by Holdings on behalf of AIV.
11. Represents Ordinary Shares held by Topco on behalf of Coinvest through Holdings, of which Coinvest is a member.
12. Represents Ordinary Shares held by Holdings on behalf of Coinvest.
13. Represents Ordinary Shares held by Topco on behalf of Associates VII-A through Holdings, of which Associates VII-A is a member.
14. Represents Ordinary Shares held by Holdings on behalf of Associates VII-A.
15. Represents Ordinary Shares held by Topco on behalf of Associates VII-B through Holdings, of which Associates VII-B is a member.
16. Represents Ordinary Shares held by Holdings on behalf of Associates VII-B.
Remarks:
Mr. Usama Cortas is a member of the board of directors of the Issuer, and a partner of LGP, which is an affiliate of the other reporting persons (the "LGP Entities"). Accordingly, Mr. Cortas may be determined to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Form 1 of 2
/s/ Andrew Goldberg, attorney-in-fact 06/23/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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