Form SC 13D/A CLARIVATE Plc Filed by: Green Equity Investors VII, L.P.

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 disclosures provided in a prior cover page.

Name of Reporting Persons:

Green Equity Investors VII, L.P.

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☒        (b)  ☐

SEC Use Only:

Source of Funds (See Instructions):

WC

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

Citizenship or Place of Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

Sole Voting Power

0

Shared Voting Power

116,666,507 Ordinary Shares

Sole Dispositive Power

0

Shared Dispositive Power

116,666,507 Ordinary Shares

Aggregate Amount Beneficially Owned by Each Reporting Person:

116,666,507 Ordinary Shares

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by amount in Row (11):

16.76% beneficial ownership of the Issuer’s ordinary shares (based on 696,206,963 ordinary shares outstanding as of June 14, 2021, as reported in the Issuer’s 424(b)(5) filed with the Securities and Exchange Commission on June 11, 2021).

Type of Reporting Person (see Instructions):

PN

Name of Reporting Persons:

Green Equity Investors Side VII, L.P.

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☒        (b)  ☐

SEC Use Only:

Source of Funds (See Instructions):

WC

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

Citizenship or Place of Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

Sole Voting Power

0

Shared Voting Power

116,666,507 Ordinary Shares

Sole Dispositive Power

0

Shared Dispositive Power

116,666,507 Ordinary Shares

Aggregate Amount Beneficially Owned by Each Reporting Person:

116,666,507 Ordinary Shares

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

Percent Of Class Represented By Amount In Row (11):

16.76% beneficial ownership of the Issuer’s ordinary shares (based on 696,206,963 ordinary shares outstanding as of June 14, 2021, as reported in the Issuer’s 424(b)(5) filed with the Securities and Exchange Commission on June 11, 2021).

Type of Reporting Person (See Instructions):

PN

Name of Reporting Persons:

LGP Associates VII-A LLC

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☒        (b)  ☐

SEC Use Only:

Source of Funds (See Instructions):

WC

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

Citizenship or Place of Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

Sole Voting Power

0

Shared Voting Power

116,666,507 Ordinary Shares

Sole Dispositive Power

0

Shared Dispositive Power

116,666,507 Ordinary Shares

Aggregate Amount Beneficially Owned by Each Reporting Person:

116,666,507 Ordinary Shares

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (11):

16.76% beneficial ownership of the Issuer’s ordinary shares (based on 696,206,963 ordinary shares outstanding as of June 14, 2021, as reported in the Issuer’s 424(b)(5) filed with the Securities and Exchange Commission on June 11, 2021).

Type of Reporting Person (See Instructions)

OO (Limited Liability Company)

Name of Reporting Persons:

LGP Associates VII-B LLC

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☒        (b)  ☐

SEC Use Only:

Source of Funds (See Instructions):

WC

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

Citizenship or Place of Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WIth:

Sole Voting Power

0

Shared Voting Power

116,666,507 Ordinary Shares

Sole Dispositive Power

0

Shared Dispositive Power

116,666,507 Ordinary Shares

Aggregate Amount Beneficially Owned by Each Reporting Person:

116,666,507 Ordinary Shares

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (11):

16.76% beneficial ownership of the Issuer’s ordinary shares (based on 696,206,963 ordinary shares outstanding as of June 14, 2021, as reported in the Issuer’s 424(b)(5) filed with the Securities and Exchange Commission on June 11, 2021).

Type of Reporting Person (See Instructions):

OO (Limited Liability Company)

Name of Reporting Persons:

GEI VII Capri AIV, L.P.

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☒        (b)  ☐

SEC Use Only:

Source of Funds (See Instructions):

WC

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

Citizenship or Place of Organization:

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

Sole Voting Power

0

Shared Voting Power

116,666,507 Ordinary Shares

Sole Dispositive Power

0

Shared Dispositive Power

116,666,507 Ordinary Shares

Aggregate Amount Beneficially Owned by Each Reporting Person:

116,666,507 Ordinary Shares

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (11):

16.76% beneficial ownership of the Issuer’s ordinary shares (based on 696,206,963 ordinary shares outstanding as of June 14, 2021, as reported in the Issuer’s 424(b)(5) filed with the Securities and Exchange Commission on June 11, 2021).

Type of Reporting Person (See Instructions):

PN

Name of Reporting Persons:

GEI Capital VII, LLC

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

SEC Use Only:

Source of Funds (See Instructions):

AF

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

Citizenship or Place of Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

Sole Voting Power

0

Shared Voting Power

116,666,507 Ordinary Shares

Sole Dispositive Power

0

Shared Dispositive Power

116,666,507 Ordinary Shares

Aggregate Amount Beneficially Owned by Each Reporting Person:

116,666,507 Ordinary Shares

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (11):

16.76% beneficial ownership of the Issuer’s ordinary shares (based on 696,206,963 ordinary shares outstanding as of June 14, 2021, as reported in the Issuer’s 424(b)(5) filed with the Securities and Exchange Commission on June 11, 2021).

Type of Reporting Person (See Instructions):

OO (Limited Liability Company)

Name of Reporting Persons:

Leonard Green & Partners, L.P.

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

SEC Use Only:

Source of Funds (See Instructions):

AF

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

Citizenship or Place of Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

Sole Voting Power

0

Shared Voting Power

116,666,507 Ordinary Shares

Sole Dispositive Power

0

Shared Dispositive Power

116,666,507 Ordinary Shares

Aggregate Amount Beneficially Owned by Each Reporting Person:

116,666,507 Ordinary Shares

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (11):

16.76% beneficial ownership of the Issuer’s ordinary shares (based on 696,206,963 ordinary shares outstanding as of June 14, 2021, as reported in the Issuer’s 424(b)(5) filed with the Securities and Exchange Commission on June 11, 2021).

Type of Reporting Person (See Instructions):

PN

Name of Reporting Persons:

LGP Management, Inc.

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

SEC Use Only:

Source of Funds (See Instructions):

AF

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

Citizenship or Place of Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

Sole Voting Power

0

Shared Voting Power

116,666,507 Ordinary Shares

Sole Dispositive Power

0

Shared Dispositive Power

116,666,507 Ordinary Shares

Aggregate Amount Beneficially Owned by Each Reporting Person:

116,666,507 Ordinary Shares

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (11):

16.76% beneficial ownership of the Issuer’s ordinary shares (based on 696,206,963 ordinary shares outstanding as of June 14, 2021, as reported in the Issuer’s 424(b)(5) filed with the Securities and Exchange Commission on June 11, 2021).

Type of Reporting Person (See Instructions):

CO

Name of Reporting Persons:

Peridot Coinvest Manager LLC

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

SEC Use Only:

Source of Funds (See Instructions):

AF

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

Sole Voting Power

0

Shared Voting Power

116,666,507 Ordinary Shares

Sole Dispositive Power

0

Shared Dispositive Power

116,666,507 Ordinary Shares

Aggregate Amount Beneficially Owned by Each Reporting Person:

116,666,507 Ordinary Shares

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (11):

16.76% beneficial ownership of the Issuer’s ordinary shares (based on 696,206,963 ordinary shares outstanding as of June 14, 2021, as reported in the Issuer’s 424(b)(5) filed with the Securities and Exchange Commission on June 11, 2021).

Type of Reporting Person (See Instructions):

OO (Limited Liability Company)

Name of Reporting Persons:

Capri Coinvest LP

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☒        (b)  ☐

SEC Use Only:

Source of Funds (See Instructions):

WC

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

Citizenship or Place of Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

Sole Voting Power

0

Shared Voting Power

116,666,507 Ordinary Shares

Sole Dispositive Power

0

Shared Dispositive Power

116,666,507 Ordinary Shares

Aggregate Amount Beneficially Owned by Each Reporting Person:

116,666,507 Ordinary Shares

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (11):

16.76% beneficial ownership of the Issuer’s ordinary shares (based on 696,206,963 ordinary shares outstanding as of June 14, 2021, as reported in the Issuer’s 424(b)(5) filed with the Securities and Exchange Commission on June 11, 2021).

Type of Reporting Person (See Instructions):

PN

Name of Reporting Persons:

GEI VII Capri Holdings, LLC

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

SEC Use Only:

Source of Funds (See Instructions):

AF

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

Citizenship or Place of Organization:

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

Sole Voting Power

0

Shared Voting Power

116,666,507 Ordinary Shares

Sole Dispositive Power

0

Shared Dispositive Power

116,666,507 Ordinary Shares

Aggregate Amount Beneficially Owned by Each Reporting Person:

116,666,507 Ordinary Shares

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (11):

16.76% beneficial ownership of the Issuer’s ordinary shares (based on 696,206,963 ordinary shares outstanding as of June 14, 2021, as reported in the Issuer’s 424(b)(5) filed with the Securities and Exchange Commission on June 11, 2021).

Type of Reporting Person (See Instructions):

OO (Limited Liability Company)

Name of Reporting Persons:

GEI Capri VII, LLC

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

SEC Use Only:

Source of Funds (See Instructions):

AF

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

☐

Citizenship or Place of Organization:

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

Sole Voting Power

0

Shared Voting Power

116,666,507 Ordinary Shares

Sole Dispositive Power

0

Shared Dispositive Power

116,666,507 Ordinary Shares

Aggregate Amount Beneficially Owned by Each Reporting Person:

116,666,507 Ordinary Shares

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (11):

16.76% beneficial ownership of the Issuer’s ordinary shares (based on 696,206,963 ordinary shares outstanding as of June 14, 2021, as reported in the Issuer’s 424(b)(5) filed with the Securities and Exchange Commission on June 11, 2021).

Type of Reporting Person (See Instructions):

OO (Limited Liability Company)

Name of Reporting Persons:

Capri Acquisitions Topco Limited

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☒        (b)  ☐

SEC Use Only

Source of Funds (See Instructions):

WC

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization:

Island of Jersey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

Sole Voting Power

0

Shared Voting Power

0

Sole Dispositive Power

0

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person:

0

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)

☐

Percent of Class Represented by Amount in Row (11)

0.00% beneficial ownership of the Issuer’s ordinary shares.

Type of Reporting Person (see Instructions)

CO

SECURITY AND ISSUER

IDENTITY AND BACKGROUND

This Schedule 13D is being filed by Green Equity Investors VII, L.P., a Delaware limited partnership (“GEI VII”), Green Equity Investors Side VII, L.P., a Delaware limited partnership (“GEI Side VII”), GEI VII Capri AIV, L.P., a Cayman Islands exempted limited partnership (“AIV”), Capri Coinvest LP, a Delaware limited partnership (“Coinvest”), Capri Acquisitions Topco Limited, a private company limited by shares incorporated under the laws of the Island of Jersey (“Topco”), LGP Associates VII-A LLC, a Delaware limited liability company (“Associates VII-A”), LGP Associates VII-B LLC, a Delaware limited liability company (“Associates VII-B,” and, together with GEI VII, GEI Side VII, AIV, Coinvest, Topco and Associates VII-A, the “Investors”), GEI VII Capri Holdings, LLC, a Cayman Islands limited liability company (“Capri Holdings”), GEI Capri VII, LLC, a Cayman Islands limited liability company (“Capri VII”), GEI Capital VII, LLC, a Delaware limited liability company (“Capital”), Leonard Green & Partners, L.P., a Delaware limited partnership (“LGP”), LGP Management, Inc., a Delaware corporation (“LGPM”), and Peridot Coinvest Manager LLC, a Delaware limited liability company (“Peridot”) (the foregoing entities, collectively, the “Reporting Persons”) pursuant to their agreement to the joint filing of this Schedule 13D, attached hereto as Exhibit 7.4 (the “Joint Filing Agreement”).

The business address of each of the Reporting Persons and each of the directors and executive officers of LGPM is 11111 Santa Monica Boulevard, Suite 2000, Los Angeles, California 90025.

Not applicable to Topco, Capri Holdings, GEI VII, GEI Side VII, AIV, Coinvest, Associates VII-A, Associates VII-B, Capri VII, Capital VII, Capital, LGP, LGPM, or Peridot.

None of the Reporting Persons and none of the directors and officers of LGPM as set forth on Schedule 1 has been convicted in a criminal proceeding during the last five years.

None of the Reporting Persons and none of the directors and officers of LGPM as set forth on Schedule 1 has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws during the last five years.

Each of GEI VII, GEI Side VII, Associates VII-A, Associates VII-B, Coinvest, Capital, LGP, LGPM and Peridot is organized under the laws of Delaware. Each of AIV, Capri VII, and Capri Holdings is organized under the laws of the Cayman Islands. Topco is organized under the laws of the Island of Jersey.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

PURPOSE OF TRANSACTION

INTEREST IN SECURITIES OF THE ISSUER

Reporting
Persons

Capri Holdings

GEI VII

GEI Side VII

AIV

Coinvest

Associates VII-A

Associates VII-B

Other Reporting Persons

Topco

Other than as disclosed in Item 4 above, none of the Reporting Persons nor the directors and executive officers of LGPM, has effected any transactions involving the Ordinary Shares in the 60 days prior to filing this Amendment.

None.

Not applicable.

MATERIAL TO BE FILED AS EXHIBITS

Name

Position with LGPM