0001140361-17-021055.txt : 20170516 0001140361-17-021055.hdr.sgml : 20170516 20170516194014 ACCESSION NUMBER: 0001140361-17-021055 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170512 FILED AS OF DATE: 20170516 DATE AS OF CHANGE: 20170516 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 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: 17850035 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 (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: 17850037 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 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: 17850039 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: 17850040 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: THL Equity Fund VI Investors (BKFS) II, L.P. CENTRAL INDEX KEY: 0001640712 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37394 FILM NUMBER: 17850033 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 Equity Fund VI Investors (BKFS) III, L.P. CENTRAL INDEX KEY: 0001641810 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37394 FILM NUMBER: 17850032 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: 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: 17850038 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: THL Equity Fund VI Investors (BKFS), L.P. CENTRAL INDEX KEY: 0001640711 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37394 FILM NUMBER: 17850034 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 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: 17850036 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 form4.xml FORM 4 X0306 4 2017-05-12 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 true true 0001375668 Thomas H. Lee Equity Fund VI, L.P. 100 FEDRAL STREET FLOOR 35 BOSTON MA 02110 true true 0001375663 Thomas H. Lee Parallel Fund VI, L.P. 100 FEDRAL STREET FLOOR 35 BOSTON MA 02110 true true 0001429870 Thomas H. Lee Parallel (DT) Fund VI, L.P. 100 FEDERAL STREET C/O THOMAS H. LEE PARTNERS, L.P. BOSTON MA 02110 true true 0001429869 THL Coinvestment Partners, L.P. 100 FEDERAL STREET C/O THOMAS H. LEE PARTNERS, L.P. BOSTON MA 02110 true true 0001429868 THL Operating Partners, L.P. 100 FEDERAL STREET C/O THOMAS H. LEE PARTNERS, L.P. BOSTON MA 02110 true true 0001640711 THL Equity Fund VI Investors (BKFS), L.P. C/O THOMAS H. LEE PARNTERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true true 0001640712 THL Equity Fund VI Investors (BKFS) II, L.P. C/O THOMAS H. LEE PARNTERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true true 0001641810 THL Equity Fund VI Investors (BKFS) III, L.P. C/O THOMAS H. LEE PARNTERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true true Class A Common Stock 2017-05-12 4 C 0 178571 A 39486811 I See footnotes Class A Common Stock 2017-05-12 4 C 0 7143 A 39493954 I See footnotes Class A Common Stock 2017-05-12 4 S 0 5000000 41.9 D 34493954 I See footnotes Class B Common Stock 2017-05-12 4 J 0 178571 D 1279450 I See footnotes Class B Common Stock 2017-05-12 4 J 0 7143 D 51178 I See footnotes Class A Common Stock 7719 D Class A Common Stock 7719 D LLC Units 2017-05-12 4 C 0 178571 D Class A Common Stock 178571 1279450 I See footnotes LLC Units 2017-05-12 4 C 0 7143 D Class A Common Stock 7143 51178 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). See Exhibit 99.1 for text of footnote (4). See Exhibit 99.1 for text of footnote (5). See Exhibit 99.1 for text of footnote (6). See Exhibit 99.1 for text of footnote (7). See Exhibit 99.1 for text of footnote (8). Due to the technical limitation on the number of reporting persons per filing, this filing is being made into two parts. This filing is part two of two. 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 2017-05-16 EX-99.1 2 ex99_1.htm EXHIBIT 99.1
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
 May 12, 2017
(Month/Day/Year):  
 
Footnotes to Form 4

(1) This report is being filed by the following Reporting Persons:  Thomas H. Lee Advisors, LLC (“THL Advisors”), THL Equity Fund VI Investors (BKFS-LM), LLC (“THL BKFS-LM”), THL Equity Fund VI Investors (BKFS-NB), LLC (“THL BKFS-NB”) as well as Great-West Investors, L.P. (“Great West”), Putnam Investments Employees’ Securities Company III LLC (“Putnam III”), Mr. Thomas M. Hagerty and Mr. Gnaneshwar B. Rao. This Form 4 is being made in two parts and is also filed jointly with certain other persons in part one.  See Remarks.

(2) THL Advisors is the general partner of Thomas H. Lee Partners, L.P. (“THL Partners”), which is the sole manager of THL BKFS-LM and THL BKFS-NB. 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 BKFS-LM, THL BKFS-NB, Great West and Putnam III may be deemed directors by deputization.

(3) Each of THL BKFS-LM and THL BKFS-NB converted 178,571 and 7,143 units, respectively, of Black Knight Financial Services, LLC into an equal number of shares of the Issuer’s Class A Common Stock (the “Conversion”). In connection with the Conversion, 178,571 and 7,143 shares of the Issuer’s Class B Common Stock beneficially owned by BKFS-LM and BKFS-NB, respectively, were automatically cancelled for no consideration.  Shares of Class B Common Stock do not have economic rights.

(4) Pursuant to the Amended and Restated Operating Agreement of Black Knight Financial Services, LLC, LLC units are exchangeable for shares of the Issuer’s Class A Common Stock on a one-for-one basis, may be converted at any time and have no expiration date.

(5) Represents shares of Class A Common Stock of the Issuer sold by the following entities: 1,340,147 shares held by Thomas H. Lee Equity Fund VI, L.P.; 907,476 shares held by Thomas H. Lee Parallel Fund VI; 158,518 shares held by Thomas H. Lee Parallel (DT) Fund VI, L.P.; 1,357,143 shares held by THL Equity Fund VI Investors (BKFS), L.P.; 850,000 share held by THL Equity Fund VI Investors (BKFS) II, L.P.; 142,857 shares held by THL Equity Fund VI Investors (BKFS) III, L.P.; 43,964 shares held by THL Coinvestment Partners, L.P.; 259 shares held by THL Operating Partners, L.P; 178,571 shares held by THL BKFS-LM; 7,143 shares held by THL BKFS-NB; 6,973 shares held by Great West; and 6,949 shares held by Putnam III.
 
(6) Each of THL BKFS-LM, THL BKFS-NB, Great West and Putnam III disclaims beneficial ownership of the shares listed in this 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.

(7) Represents shares of the Issuer’s Class A common Stock received by each of Messrs. Hagerty and Rao as compensation for their service on the board of directors of the Issuer. Pursuant to the operative agreements for the THL Funds, any securities issued to persons serving as directors of portfolio companies of the THL Funds, such as the Issuer, are to be held for the benefit of the THL Funds.

(8) Messrs. Hagerty and Rao are Managing Directors of THL Partners.  Each disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
 
 
 EX-99.2 3 ex99_2.htm EXHIBIT 99.2
Exhibit 99.2

Joint Filer Information

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
 
Director
   
Issuer Name and Ticker or Trading Symbol:
Black Knight Financial Services, Inc. [BKFS]
   
Date of Earliest Transaction
(Month/Day/Year):
May 12, 2017
   
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:  May 16, 2017
  
 
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
 
Director
   
Issuer Name and Ticker or Trading Symbol:
Black Knight Financial Services, Inc. [BKFS]
   
Date of Earliest Transaction
  
(Month/Day/Year):
May 12, 2017
   
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:  May 16, 2017
  
 
Exhibit 99.2
 
Joint Filer Information

(continued)
 
Name of Joint Filer:
THL Equity Fund VI Investors (BKFS-LM), 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
 
Director
   
Issuer Name and Ticker or Trading Symbol:
Black Knight Financial Services, Inc. [BKFS]
   
Date of Earliest Transaction
  
(Month/Day/Year):
May 12, 2017
   
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:  May 16, 2017
 
Exhibit 99.2
 
Joint Filer Information

(continued)
 
Name of Joint Filer:
THL Equity Fund VI Investors (BKFS-NB), 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
 
Director
   
Issuer Name and Ticker or Trading Symbol:
Black Knight Financial Services, Inc. [BKFS]
   
Date of Earliest Transaction
  
(Month/Day/Year):
May 12, 2017
   
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:  May 16, 2017
 
Exhibit 99.2
 
Joint Filer Information

(continued)

Name of Joint Filer:
Thomas M. Hagerty
   
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:
Director
   
Issuer Name and Ticker or Trading Symbol:
Black Knight Financial Services, Inc. [BKFS]
   
Date of Earliest Transaction
  
(Month/Day/Year):
May 12, 2017
   
Designated Filer:
Thomas H. Lee Advisors, LLC
 
Signature:
  /s/ Thomas M. Hagerty  
 
Thomas M.  Hagerty
  

Dated:  May 16, 2017
 
Exhibit 99.2
 
Joint Filer Information

(continued)

Name of Joint Filer:
Gnaneshwar B. Rao
   
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:
Director
   
Issuer Name and Ticker or Trading Symbol:
Black Knight Financial Services, Inc. [BKFS]
   
Date of Earliest Transaction
  
(Month/Day/Year):
May 12, 2017
   
Designated Filer:
Thomas H. Lee Advisors, LLC
 
Signature:
  
  /s/ Gnaneshwar B. Rao  
 
Gnaneshwar B. Rao
  
     
Dated:  May 16, 2017