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Form 4 CISION LTD. For: May 18 Filed by: Dryden L. Dyson

May 22, 2018 6:36 PM
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 *
Dryden L. Dyson
(Last) (First) (Middle)
305 WEST PENNSYLVANIA AVENUE
(Street)
TOWSON MD 21204
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CISION LTD. [ CISN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/18/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 05/18/2018 A 374,773 (1) A (1) 1,751,474 I Capitol Acquisition Founder 3 LLC (2)
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
Warrants $ 11.50 05/18/2018 D 1,441,436 (1) 07/29/2017 06/29/2022 Ordinary Shares 1,441,436 (3) (1) 0 I Capitol Acquisition Founder 3 LLC (3)
Explanation of Responses:
1. On April 17, 2018, Cision Ltd. (the "Issuer") commenced an offer to each holder of its public and private warrants to purchase one ordinary share, par value of $0.0001 per share ("Ordinary Share"), of the Issuer for a purchase price of $11.50 (the "Warrants") to receive 0.26 Ordinary Shares in exchange for each Warrant tendered by the holder and exchanged pursuant to the offer (the "Exchange Offer"). On May 18, 2018, the Issuer accepted all Warrants validly tendered in the Exchange Offer and issued Ordinary Shares in exchange.
2. Mr. Dryden is the managing member of Capitol Acquisition Founder 3 LLC.
3. Prior to the completion of the Exchange Offer, each Warrant entitled the holder to purchase one Ordinary Share for a purchase price of $11.50, subject to certain adjustments. Pursuant to the terms of the Exchange Offer, each participating holder became entitled to receive 0.26 Ordinary Shares for each Warrant tendered and exchanged.
/s/ L. Dyson Dryden 05/22/2018
** 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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