0001140361-16-050506.txt : 20160205 0001140361-16-050506.hdr.sgml : 20160205 20160205200153 ACCESSION NUMBER: 0001140361-16-050506 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20160203 FILED AS OF DATE: 20160205 DATE AS OF CHANGE: 20160205 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Black Knight Financial Services, Inc. CENTRAL INDEX KEY: 0001627014 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 601 RIVERSIDE AVENUE CITY: JACKSONVILLE STATE: FL ZIP: 32204 BUSINESS PHONE: (904) 854-5100 MAIL ADDRESS: STREET 1: 601 RIVERSIDE AVENUE CITY: JACKSONVILLE STATE: FL ZIP: 32204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Coinvestment Partners, L.P. CENTRAL INDEX KEY: 0001429869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37394 FILM NUMBER: 161393711 BUSINESS ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thomas H. Lee Parallel Fund VI, L.P. CENTRAL INDEX KEY: 0001375663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37394 FILM NUMBER: 161393713 BUSINESS ADDRESS: STREET 1: 100 FEDRAL STREET STREET 2: FLOOR 35 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 227-1050 MAIL ADDRESS: STREET 1: 100 FEDRAL STREET STREET 2: FLOOR 35 CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thomas H. Lee Equity Fund VI, L.P. CENTRAL INDEX KEY: 0001375668 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37394 FILM NUMBER: 161393714 BUSINESS ADDRESS: STREET 1: 100 FEDRAL STREET STREET 2: FLOOR 35 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 227-1050 MAIL ADDRESS: STREET 1: 100 FEDRAL STREET STREET 2: FLOOR 35 CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMAS H. LEE ADVISORS, LLC CENTRAL INDEX KEY: 0001260943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37394 FILM NUMBER: 161393715 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 FORMER NAME: FORMER CONFORMED NAME: LEE THOMAS H ADVISORS LLC DATE OF NAME CHANGE: 20030822 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Great-West Investors LP CENTRAL INDEX KEY: 0001604101 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37394 FILM NUMBER: 161393717 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARNTERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 227-1050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARNTERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Operating Partners, L.P. CENTRAL INDEX KEY: 0001429868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37394 FILM NUMBER: 161393710 BUSINESS ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Putnam Investments Employees' Securities Co III LLC CENTRAL INDEX KEY: 0001545929 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37394 FILM NUMBER: 161393716 BUSINESS ADDRESS: STREET 1: C/O THOMAS H.LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 -227-1050 MAIL ADDRESS: STREET 1: C/O THOMAS H.LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thomas H. Lee Parallel (DT) Fund VI, L.P. CENTRAL INDEX KEY: 0001429870 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37394 FILM NUMBER: 161393712 BUSINESS ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 4 1 doc1.xml FORM 4 X0306 4 2016-02-03 0 0001627014 Black Knight Financial Services, Inc. BKFS 0001260943 THOMAS H. LEE ADVISORS, LLC C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 1 0 1 0 0001375668 Thomas H. Lee Equity Fund VI, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 0 0 1 0 0001375663 Thomas H. Lee Parallel Fund VI, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 1 0 1 0 0001429870 Thomas H. Lee Parallel (DT) Fund VI, L.P. 100 FEDERAL STREET C/O THOMAS H. LEE PARTNERS, L.P. BOSTON MA 02110 0 0 1 0 0001429869 THL Coinvestment Partners, L.P. 100 FEDERAL STREET C/O THOMAS H. LEE PARTNERS, L.P. BOSTON MA 02110 0 0 1 0 0001429868 THL Operating Partners, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET BOSTON MA 02110 0 0 1 0 0001604101 Great-West Investors LP C/O THOMAS H. LEE PARNTERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 0 0 1 0 0001545929 Putnam Investments Employees' Securities Co III LLC C/O THOMAS H.LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 0 0 1 0 Class A Common Stock 2016-02-03 4 A 0 8838 0 A 8838 I See Footnotes Class A Common Stock 39308240 I See Footnotes See Exhibit 99.1 for text of footnote (1) See Exhibit 99.1 for text of footnote (2) See Exhibit 99.1 for text of footnote (3) Exhibit 99.2 (Joint Filer Information) incorporated herein by reference. THOMAS H. LEE ADVISORS, LLC By: THL Holdco, LLC, its Managing Member /s/ Charles P. Holden Managing Director 2016-02-05 EX-99.1 2 ex99_1.htm
Exhibit 99.1



Name and Address of Reporting Person:
Thomas H. Lee Advisors, LLC
c/o Thomas H. Lee Partners, L.P.
100 Federal Street, 35th Floor
Boston, MA  02110
   
Issuer Name and Ticker or Trading Symbol:
Black Knight Financial Services, Inc. [BKFS]
   
Date of Event Requiring Statement
  
(Month/Day/Year):
February 3, 2016

Footnotes to Form 4

(1) This statement is being filed by the following Reporting Persons:  Thomas H. Lee Advisors, LLC (“THL Advisors”), Thomas H. Lee Equity Fund VI, L.P. (“THL Equity VI”), Thomas H. Lee Parallel Fund VI, L.P. (“Parallel Fund VI”), Thomas H. Lee Parallel (DT) Fund VI, L.P. (“DT Fund VI”), THL Coinvestment Partners, L.P. (“THL Coinvestment”), THL Operating Partners, L.P. (“THL Operating”), together with THL Equity VI, Parallel Fund VI, DT Fund VI, THL Coinvestment and THL Operating (the “THL Funds”) as well as Great-West Investors, L.P. (“Great West”) and Putnam Investments Employees’ Securities Company III LLC (“Putnam III”).

The reporting person is the general partner of Thomas H. Lee Partners, L.P., which in turn is the general partner of THL Coinvestment and the sole member of THL Equity Advisors VI, LLC (“THL Advisors VI”), which in turn is the general partner of the THL Equity VI, Parallel Fund VI, DT Fund VI, THL Operating, THL Equity Fund VI Investors (BKFS), L.P., THL Equity Fund VI Investors (BKFS) II, L.P., THL Equity Fund VI Investors (BKFS) III, L.P. and the sole manager of THL Equity Fund VI Investors (BKFS-LM), LLC and THL Equity Fund VI Investors (BKFS-NB), LLC.  THL Advisors is attorney-in-fact of Great West and Putnam Investments, LLC, which is the managing member of Putnam Investments Holdings, LLC, which in turn is the managing member of Putnam III.  Solely for purposes of Section 16 of the Exchange Act, THL Funds, Great West and Putnam III may be deemed directors by deputization.
 
(2) Represents 4,419 shares of restricted stock granted by the Issuer and accured to each of Mr. Hagerty and Mr. Rao and are held for the benefit of the Reporting Person.  These shares of restricted stock, which contains a specified performance criteria and vest in four equal installments commencing on the first anniversary of the date of the grant provided that the specified performance target is met.  Mr. Hagerty and Mr. Rao are Managing Directors of Thomas H. Lee Partners, L.P.  Pursuant to the operative agreements for THL Equity VI, Parallel Fund VI and DT Fund VI (together with THL Equity VI and Parallel Fund VI, “THL Funds”), any securities issued to persons serving as directors of portfolio companies of the THL Funds, such as Mr. Hagerty and Mr. Rao, are to be held for the benefit of the THL Funds.

(3) Each of the THL Funds, Great West and Putnam III disclaims beneficial ownership of the shares listed in the report, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.
 
 
 EX-99.2 3 ex99_2.htm
Exhibit 99.2

Joint Filer Information



Name of Joint Filer:
Thomas H. Lee Equity Fund VI, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Black Knight Financial Services, Inc. [BKFS]
   
Date of Event Requiring Statement
  
(Month/Day/Year):
February 3, 2016
   
Designated Filer:
Thomas H. Lee Advisors, LLC


Signature:

THOMAS H. LEE EQUITY FUND VI, L.P.
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partners
By: THL Holdco, LLC, its Managing Member


By:
/s/ Charles P. Holden
  
 
Name: Charles P. Holden
  
 
Title:  Managing Director
  

Dated:  February 5, 2016

Exhibit 99.2

Joint Filer Information



Name of Joint Filer:
Thomas H. Lee Parallel Fund VI, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Black Knight Financial Services, Inc. [BKFS]
   
Date of Event Requiring Statement
  
(Month/Day/Year):
February 3, 2016
   
Designated Filer:
Thomas H. Lee Advisors, LLC


Signature:

THOMAS H. LEE PARALLEL FUND VI, L.P.
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member


By:
/s/ Charles P. Holden
  
 
Name: Charles P. Holden
  
 
Title:  Managing Director
  

Dated:  February 5, 2016

Exhibit 99.2

Joint Filer Information

(continued)



Name of Joint Filer:
Thomas H. Lee Parallel (DT) Fund VI, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Black Knight Financial Services, Inc. [BKFS]
   
Date of Event Requiring Statement
  
(Month/Day/Year):
February 3, 2016
   
Designated Filer:
Thomas H. Lee Advisors, LLC


Signature:

THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member


By:
/s/ Charles P. Holden
  
 
Name: Charles P. Holden
  
 
Title:  Managing Director
  

Dated:  February 5, 2016

Exhibit 99.2

Joint Filer Information

(continued)



Name of Joint Filer:
THL Coinvestment Partners, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Black Knight Financial Services, Inc. [BKFS]
   
Date of Event Requiring Statement
  
(Month/Day/Year):
February 3, 2016
   
Designated Filer:
Thomas H. Lee Advisors, LLC


Signature:

THL COINVESTMENT PARTNERS, L.P.
By: Thomas H. Lee Partners, L.P., its General Partner
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member


By:
/s/ Charles P. Holden
  
 
Name: Charles P. Holden
  
 
Title:  Managing Director
  

Dated:  February 5, 2016


Exhibit 99.2

Joint Filer Information

(continued)



Name of Joint Filer:
THL Operating Partners, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Black Knight Financial Services, Inc. [BKFS]
   
Date of Event Requiring Statement
  
(Month/Day/Year):
February 3, 2016
   
Designated Filer:
Thomas H. Lee Advisors, LLC


Signature:

THL OPERATING PARTNERS, L.P.
By: Thomas H. Lee Partners, L.P., its General Partner
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member


By:
/s/ Charles P. Holden
  
 
Name: Charles P. Holden
  
 
Title:  Managing Director
  

Dated:  February 5, 2016

Name of Joint Filer:
Great-West Investors, LP
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Black Knight Financial Services, Inc. [BKFS]
   
Date of Event Requiring Statement
  
(Month/Day/Year):
February 3, 2016
   
Designated Filer:
Thomas H. Lee Advisors, LLC


Signature:

GREAT-WEST INVESTORS, LP
By: Thomas H. Lee Advisors, LLC, its Attorney-in-Fact
By: THL Holdco, LLC, its Managing Member


By:
/s/ Charles P. Holden
  
 
Name: Charles P. Holden
  
 
Title:  Managing Director
  

Dated:  February 5, 2016

Exhibit 99.2

Joint Filer Information

(continued)




Name of Joint Filer:
Putnam Investments Employees’ Securities
 
Company III, LLC
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Black Knight Financial Services, Inc. [BKFS]
   
Date of Event Requiring Statement
  
(Month/Day/Year):
February 3, 2016
   
Designated Filer:
Thomas H. Lee Advisors, LLC


Signature:

PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III, LLC
By: Putnam Investment Holdings, LLC, its Managing Member
By: Putnam Investments, LLC, its Managing Member
By: Thomas H. Lee Advisors, LLC, its Attorney-in-Fact
By: THL Holdco, LLC, its Managing Member


By:
/s/ Charles P. Holden
  
 
Name: Charles P. Holden
  
 
Title:  Managing Director
  

Dated:  February 5, 2016