Filing Details
- Accession Number:
- 0000908834-22-000114
- Form Type:
- 13G Filing
- Publication Date:
- 2022-09-06 20:00:00
- Filed By:
- Farallon Capital Partners, L.p.
- Company:
- Clarivate Plc (NYSE:CLVT)
- Filing Date:
- 2022-09-07
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Farallon Capital Partners | 0 | 2,324,372 | 0 | 2,324,372 | 2,324,372 | 0.3% |
| Farallon Capital Institutional Partners | 0 | 2,541,151 | 0 | 2,541,151 | 2,541,151 | 0.4% |
| Farallon Capital Institutional Partners II | 0 | 661,516 | 0 | 661,516 | 661,516 | 0.1% |
| Farallon Capital Institutional Partners III | 0 | 333,700 | 0 | 333,700 | 333,700 | 0.0% |
| Four Crossings Institutional Partners V | 0 | 455,100 | 0 | 455,100 | 455,100 | 0.1% |
| Farallon Capital Offshore Investors II | 0 | 5,183,384 | 0 | 5,183,384 | 5,183,384 | 0.8% |
| Farallon Capital (AM) Investors | 0 | 261,569 | 0 | 261,569 | 261,569 | 0.0% |
| Farallon Capital F5 Master I | 0 | 968,580 | 0 | 968,580 | 968,580 | 0.1% |
| Farallon Equity Partners Master | 0 | 22,596,528 | 0 | 22,596,528 | 22,596,528 | 3.4% |
| Farallon Partners | 0 | 34,357,320 | 0 | 34,357,320 | 34,357,320 | 5.1% |
| Farallon Institutional (GP) V | 0 | 455,100 | 0 | 455,100 | 455,100 | 0.1% |
| Farallon F5 (GP) | 0 | 968,580 | 0 | 968,580 | 968,580 | 0.1% |
| Farallon Equity Partners (GP) | 0 | 22,596,528 | 0 | 22,596,528 | 22,596,528 | 3.4% |
| Philip D. Dreyfuss | 0 | 35,325,900 | 0 | 35,325,900 | 35,325,900 | 5.2% |
| Michael B. Fisch | 0 | 35,325,900 | 0 | 35,325,900 | 35,325,900 | 5.2% |
| Richard B. Fried | 0 | 35,325,900 | 0 | 35,325,900 | 35,325,900 | 5.2% |
| Varun N. Gehani | 0 | 35,325,900 | 0 | 35,325,900 | 35,325,900 | 5.2% |
| Nicolas Giauque | 0 | 35,325,900 | 0 | 35,325,900 | 35,325,900 | 5.2% |
| David T. Kim | 0 | 35,325,900 | 0 | 35,325,900 | 35,325,900 | 5.2% |
| Michael G. Linn | 0 | 35,325,900 | 0 | 35,325,900 | 35,325,900 | 5.2% |
| Rajiv A. Patel | 0 | 35,325,900 | 0 | 35,325,900 | 35,325,900 | 5.2% |
| Thomas G. Roberts, Jr | 0 | 35,325,900 | 0 | 35,325,900 | 35,325,900 | 5.2% |
| William Seybold | 0 | 35,325,900 | 0 | 35,325,900 | 35,325,900 | 5.2% |
| Andrew J. M. Spokes | 0 | 35,325,900 | 0 | 35,325,900 | 35,325,900 | 5.2% |
| John R. Warren | 0 | 35,325,900 | 0 | 35,325,900 | 35,325,900 | 5.2% |
| Mark C. Wehrly | 0 | 35,325,900 | 0 | 35,325,900 | 35,325,900 | 5.2% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ) *
| Clarivate Plc |
| (Name of Issuer) |
| Ordinary Shares |
| (Title of Class of Securities) |
| G21810109 |
| (Cusip Number) |
| August 31, 2022 |
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) | |
| S | Rule 13d-1(c) | |
| ☐ | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page 1 of 34 Pages
Exhibit Index Found on Page 33
13G
| CUSIP No. G21810109 |
| 1 | NAMES OF REPORTING PERSONS Farallon Capital Partners, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 35,325,900 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it
on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION California | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 2,324,372 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 2,324,372 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,324,372 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.3% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) PN | ||
13G
| CUSIP No. G21810109 |
| 1 | NAMES OF REPORTING PERSONS Farallon Capital Institutional Partners, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 35,325,900 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it
on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION California | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 2,541,151 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 2,541,151 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,541,151 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.4% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) PN | ||
13G
| CUSIP No. G21810109 |
| 1 | NAMES OF REPORTING PERSONS Farallon Capital Institutional Partners II, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 35,325,900 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it
on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION California | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 661,516 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 661,516 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 661,516 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) PN | ||
13G
| CUSIP No. G21810109 |
| 1 | NAMES OF REPORTING PERSONS Farallon Capital Institutional Partners III, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 35,325,900 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it
on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 333,700 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 333,700 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 333,700 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) PN | ||
13G
| CUSIP No. G21810109 |
| 1 | NAMES OF REPORTING PERSONS Four Crossings Institutional Partners V, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 35,325,900 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it
on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 455,100 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 455,100 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 455,100 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) PN | ||
13G
| CUSIP No. G21810109 |
| 1 | NAMES OF REPORTING PERSONS Farallon Capital Offshore Investors II, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 35,325,900 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it
on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 5,183,384 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 5,183,384 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,183,384 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.8% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) PN | ||
13G
| CUSIP No. G21810109 |
| 1 | NAMES OF REPORTING PERSONS Farallon Capital (AM) Investors, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 35,325,900 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it
on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 261,569 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 261,569 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 261,569 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) PN | ||
13G
| CUSIP No. G21810109 |
| 1 | NAMES OF REPORTING PERSONS Farallon Capital F5 Master I, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 35,325,900 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it
on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 968,580 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 968,580 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 968,580 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) PN | ||
13G
| CUSIP No. G21810109 |
| 1 | NAMES OF REPORTING PERSONS Farallon Equity Partners Master, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 35,325,900 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it
on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 22,596,528 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 22,596,528 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,596,528 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.4% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) PN | ||
13G
| CUSIP No. G21810109 |
| 1 | NAMES OF REPORTING PERSONS Farallon Partners, L.L.C. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 35,325,900 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it
on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 34,357,320 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 34,357,320 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,357,320 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) OO | ||
13G
| CUSIP No. G21810109 |
| 1 | NAMES OF REPORTING PERSONS Farallon Institutional (GP) V, L.L.C. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 35,325,900 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it
on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 455,100 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 455,100 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 455,100 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) OO | ||
13G
| CUSIP No. G21810109 |
| 1 | NAMES OF REPORTING PERSONS Farallon F5 (GP), L.L.C. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 35,325,900 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it
on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 968,580 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 968,580 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 968,580 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) OO | ||
13G
| CUSIP No. G21810109 |
| 1 | NAMES OF REPORTING PERSONS Farallon Equity Partners (GP), L.L.C. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 35,325,900 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it
on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 22,596,528 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 22,596,528 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,596,528 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.4% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) OO | ||
13G
| CUSIP No. G21810109 |
| 1 | NAMES OF REPORTING PERSONS Philip D. Dreyfuss | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 35,325,900 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it
on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 35,325,900 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 35,325,900 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,325,900 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
13G
| CUSIP No. G21810109 |
| 1 | NAMES OF REPORTING PERSONS Michael B. Fisch | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 35,325,900 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it
on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 35,325,900 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 35,325,900 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,325,900 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
13G
| CUSIP No. G21810109 |
| 1 | NAMES OF REPORTING PERSONS Richard B. Fried | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 35,325,900 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it
on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 35,325,900 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 35,325,900 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,325,900 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
13G
| CUSIP No. G21810109 |
| 1 | NAMES OF REPORTING PERSONS Varun N. Gehani | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 35,325,900 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it
on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 35,325,900 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 35,325,900 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,325,900 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
13G
| CUSIP No. G21810109 |
| 1 | NAMES OF REPORTING PERSONS Nicolas Giauque | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 35,325,900 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it
on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION France | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 35,325,900 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 35,325,900 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,325,900 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
13G
| CUSIP No. G21810109 |
| 1 | NAMES OF REPORTING PERSONS David T. Kim | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 35,325,900 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it
on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 35,325,900 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 35,325,900 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,325,900 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
13G
| CUSIP No. G21810109 |
| 1 | NAMES OF REPORTING PERSONS Michael G. Linn | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 35,325,900 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it
on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 35,325,900 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 35,325,900 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,325,900 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
13G
| CUSIP No. G21810109 |
| 1 | NAMES OF REPORTING PERSONS Rajiv A. Patel | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 35,325,900 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it
on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 35,325,900 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 35,325,900 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,325,900 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
13G
| CUSIP No. G21810109 |
| 1 | NAMES OF REPORTING PERSONS Thomas G. Roberts, Jr. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 35,325,900 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it
on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 35,325,900 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 35,325,900 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,325,900 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
13G
| CUSIP No. G21810109 |
| 1 | NAMES OF REPORTING PERSONS William Seybold | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 35,325,900 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it
on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 35,325,900 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 35,325,900 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,325,900 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
13G
| CUSIP No. G21810109 |
| 1 | NAMES OF REPORTING PERSONS Andrew J. M. Spokes | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 35,325,900 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it
on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 35,325,900 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 35,325,900 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,325,900 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
13G
| CUSIP No. G21810109 |
| 1 | NAMES OF REPORTING PERSONS John R. Warren | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 35,325,900 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it
on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 35,325,900 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 35,325,900 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,325,900 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
13G
| CUSIP No. G21810109 |
| 1 | NAMES OF REPORTING PERSONS Mark C. Wehrly | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing hold an aggregate of 35,325,900 Shares, which is 5.2% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it
on this cover page. | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 35,325,900 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 35,325,900 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,325,900 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
Item 1. Issuer
(a) Name of Issuer:
Clarivate Plc (the “Company”)
(b) Address of Issuer’s Principal Executive Offices:
70 St. Mary Axe
London EC3A 8BE
United Kingdom
Item 2. Identity and Background
Title of Class of Securities and CUSIP Number (Items 2(d) and
(e))
This statement relates to Ordinary Shares, no par
value (the “Shares”) of the Company. The CUSIP number of the Shares is G21810109.
Name of Persons Filing, Address of Principal Business Office and Citizenship (Items 2(a), (b) and (c))
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons.”
The Farallon Funds
| (i) | Farallon Capital Partners, L.P., a California limited partnership (“FCP”),
with respect to the Shares held by it; |
| (ii) | Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), with respect to the Shares held by it; |
| (iii) | Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), with respect to the Shares held by it; |
| (iv) | Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), with respect to the Shares held by it; |
| (v) | Four Crossings Institutional Partners V, L.P., a Delaware limited partnership (“FCIP V”), with respect to the Shares held by it; |
| (vi) | Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“FCOI II”), with respect to the Shares held by it; |
| (vii) | Farallon Capital (AM) Investors, L.P., a Delaware limited partnership (“FCAMI”), with respect to the Shares held by it; |
| (viii) | Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership (“F5MI”), with respect to the Shares held by it; and |
| (ix) | Farallon Equity Partners Master, L.P., a Cayman Islands exempted limited partnership (“FEPM”), with respect to the Shares held by it. |
FCP, FCIP, FCIP II, FCIP III, FCIP V, FCOI II, FCAMI, F5MI and FEPM are together referred to herein as the “Farallon Funds.”
The Farallon General Partner
| (x) | Farallon Partners, L.L.C., a Delaware limited liability company (the “Farallon General Partner”), which is the general partner of each of FCP, FCIP,
FCIP II, FCIP III, FCOI II and FCAMI and the sole member of each of the FCIP V General Partner (as defined below) and the FEPM General Partner (as defined below), with respect to the Shares held by each of the Farallon Funds other than F5MI. |
The FCIP V General Partner
| (xi) | Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the “FCIP V General Partner”), which is the general partner of FCIP V, with respect to the Shares held by FCIP V. |
The F5MI General Partner
| (xii) | Farallon F5 (GP), L.L.C., a Delaware limited liability company (the “F5MI General Partner”), which is the general partner of F5MI, with respect to the Shares held by F5MI. |
The FEPM General Partner
| (xiii) | Farallon Equity Partners (GP), L.L.C., a Delaware limited liability company (the “FEPM General Partner”), which is the general partner of FEPM, with respect to the Shares held by FEPM. |
The Farallon Individual Reporting Persons
| (xiv) | The following persons, each of whom is a managing
member or senior managing member, as the case may be, of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner, the F5MI General Partner and the FEPM General Partner, with respect to
the Shares held by the Farallon Funds: Philip D. Dreyfuss (“Dreyfuss”), Michael B. Fisch (“Fisch”), Richard B. Fried (“Fried”), Varun N. Gehani (“Gehani”), Nicolas Giauque (“Giauque”), David T. Kim (“Kim”), Michael G. Linn (“Linn”), Rajiv A.
Patel (“Patel”), Thomas G. Roberts, Jr. (“Roberts”), William Seybold (“Seybold”), Andrew
J. M. Spokes (“Spokes”), John R. Warren (“Warren”) and Mark C. Wehrly (“Wehrly”). |
Dreyfuss, Fisch, Fried, Gehani, Giauque, Kim, Linn, Patel, Roberts, Seybold, Spokes, Warren and Wehrly are together referred to herein as
the “Farallon Individual Reporting Persons.”
The citizenship of each of the Farallon Funds, the
Farallon General Partner, the FCIP V General Partner, the F5MI General Partner and the
FEPM General Partner is set forth above. Each of the Farallon Individual
Reporting Persons, other than Giauque and Spokes, is a citizen of the United States. Giauque is a citizen of France. Spokes is a citizen of the United Kingdom. The address of the principal business office of each of the Reporting Persons is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco,
California 94111.
| Item 3. | If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c),
Check Whether the Person Filing Is an Entity Specified in (a) - (k): |
Not applicable.
Item 4. Ownership
The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is
incorporated herein by reference for each such Reporting Person.
The Shares reported hereby for the Farallon Funds are owned directly by the Farallon Funds. The Farallon General Partner, as general
partner of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and the sole member of the FCIP V General Partner and the FEPM General Partner, may be deemed to be a beneficial owner of all such Shares owned by the Farallon Funds other than F5MI. The FCIP
V General Partner, as general partner of FCIP V, may be deemed to be a beneficial owner of all such Shares owned by FCIP V. The F5MI General Partner, as general partner of F5MI, may be deemed to be a beneficial owner of all such Shares owned by
F5MI. The FEPM General Partner, as general partner of FEPM, may be deemed to be a beneficial owner of all such Shares owned by FEPM. Each of the Farallon Individual Reporting Persons, as a managing member or senior managing member, as the case may
be, of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner, the F5MI General Partner and the FEPM General Partner, in each case with the power to exercise investment discretion, may be
deemed to be a beneficial owner of all such Shares owned by the Farallon Funds. Each of the Farallon General Partner, the FCIP V General Partner,
the F5MI General Partner, the FEPM General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any
such Shares.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be a
beneficial owner of more than five percent of the class of securities, check the following:
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c). Consistent with Item 2 of the cover page for each
Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under §240.14a-11.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: September 6, 2022
| /s/ Michael B. Fisch | |
| FARALLON PARTNERS, L.L.C., | |
| On its own behalf and | |
| As the General Partner of | |
| FARALLON CAPITAL PARTNERS, L.P., | |
| FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P., | |
| FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P., | |
| FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P., | |
| FARALLON CAPITAL OFFSHORE INVESTORS II, L.P. and | |
| FARALLON CAPITAL (AM) INVESTORS, L.P. | |
| By Michael B. Fisch, Managing Member | |
| /s/ Michael B. Fisch | |
| FARALLON INSTITUTIONAL (GP) V, L.L.C. | |
| On its own behalf and | |
| As the General Partner of | |
| FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P. | |
| By Michael B. Fisch, Manager | |
| /s/ Michael B. Fisch | |
| FARALLON F5 (GP), L.L.C. | |
| On its own behalf and | |
| As the General Partner of | |
| FARALLON CAPITAL F5 MASTER I, L.P. | |
| By Michael B. Fisch, Manager | |
| /s/ Michael B. Fisch | |
| FARALLON EQUITY PARTNERS (GP), L.L.C. | |
| On its own behalf and | |
| As the General Partner of | |
| FARALLON EQUITY PARTNERS MASTER, L.P. | |
| By Michael B. Fisch, Manager | |
| /s/ Michael B. Fisch | |
| Michael B. Fisch, individually and as attorney-in-fact for each of Philip D. Dreyfuss, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T.
Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly |
The Powers of Attorney executed by each of Dreyfuss, Fried, Kim,
Linn, Patel, Roberts, Seybold, Spokes, Warren and Wehrly authorizing Fisch to sign and file this Schedule 13G on his behalf, which were filed as exhibits to the Schedule 13G filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2020 by such Reporting Persons with respect to the Common Stock of
Broadmark Realty Capital Inc., are hereby incorporated by reference. The Power of Attorney executed by Gehani authorizing Fisch to sign and file this Schedule 13G on his behalf, which was filed as an exhibit to the Schedule 13G filed with the SEC on
January 27, 2022 by such Reporting Person with respect to the Class A Common Stock of Berenson Acquisition Corp. I, is hereby incorporated by reference. The Power of Attorney executed by Giauque authorizing Fisch to sign and file this Schedule 13G
on his behalf, which was filed as an exhibit to the Schedule 13G filed with the SEC on August 12, 2021 by such Reporting Person with respect to the Class A Ordinary Shares of Metals Acquisition Corp, is hereby incorporated by reference.
EXHIBIT INDEX
| EXHIBIT 1 | Joint Acquisition Statement Pursuant to Section 240.13d-1(k) |
EXHIBIT 1
to
SCHEDULE 13G
JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing
of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except
to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
Dated: September 6, 2022
| /s/ Michael B. Fisch | |
| FARALLON PARTNERS, L.L.C., | |
| On its own behalf and | |
| As the General Partner of | |
| FARALLON CAPITAL PARTNERS, L.P., | |
| FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P., | |
| FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P., | |
| FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P., | |
| FARALLON CAPITAL OFFSHORE INVESTORS II, L.P. and | |
| FARALLON CAPITAL (AM) INVESTORS, L.P. | |
| By Michael B. Fisch, Managing Member | |
| /s/ Michael B. Fisch | |
| FARALLON INSTITUTIONAL (GP) V, L.L.C. | |
| On its own behalf and | |
| As the General Partner of | |
| FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P. | |
| By Michael B. Fisch, Manager | |
| /s/ Michael B. Fisch | |
| FARALLON F5 (GP), L.L.C. | |
| On its own behalf and | |
| As the General Partner of | |
| FARALLON CAPITAL F5 MASTER I, L.P. | |
| By Michael B. Fisch, Manager | |
| /s/ Michael B. Fisch | |
| FARALLON EQUITY PARTNERS (GP), L.L.C. | |
| On its own behalf and | |
| As the General Partner of | |
| FARALLON EQUITY PARTNERS MASTER, L.P. | |
| By Michael B. Fisch, Manager | |
| /s/ Michael B. Fisch | |
| Michael B. Fisch, individually and as attorney-in-fact for each of Philip D. Dreyfuss, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T.
Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly |
Page 34 of 34