0001209191-15-047759.txt : 20150528 0001209191-15-047759.hdr.sgml : 20150528 20150528202303 ACCESSION NUMBER: 0001209191-15-047759 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150526 FILED AS OF DATE: 20150528 DATE AS OF CHANGE: 20150528 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: Fidelity National Title Insurance Co CENTRAL INDEX KEY: 0001642978 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37394 FILM NUMBER: 15896938 BUSINESS ADDRESS: STREET 1: 601 RIVERSIDE AVENUE CITY: JACKSONVILLE STATE: FL ZIP: 32204 BUSINESS PHONE: 904 854-8100 MAIL ADDRESS: STREET 1: 601 RIVERSIDE AVENUE CITY: JACKSONVILLE STATE: FL ZIP: 32204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chicago Title Insurance Co CENTRAL INDEX KEY: 0001642928 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37394 FILM NUMBER: 15896939 BUSINESS ADDRESS: STREET 1: 601 RIVERSIDE AVENUE CITY: JACKSONVILLE STATE: FL ZIP: 32204 BUSINESS PHONE: 904 854-8100 MAIL ADDRESS: STREET 1: 601 RIVERSIDE AVENUE CITY: JACKSONVILLE STATE: FL ZIP: 32204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fidelity National Title Group, Inc. CENTRAL INDEX KEY: 0001643084 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37394 FILM NUMBER: 15896940 BUSINESS ADDRESS: STREET 1: 601 RIVERSIDE AVENUE CITY: JACKSONVILLE STATE: FL ZIP: 32204 BUSINESS PHONE: 904 854-8100 MAIL ADDRESS: STREET 1: 601 RIVERSIDE AVENUE CITY: JACKSONVILLE STATE: FL ZIP: 32204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FNTG Holdings, LLC CENTRAL INDEX KEY: 0001642933 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37394 FILM NUMBER: 15896941 BUSINESS ADDRESS: STREET 1: 601 RIVERSIDE AVENUE CITY: JACKSONVILLE STATE: FL ZIP: 32204 BUSINESS PHONE: 904 854-8100 MAIL ADDRESS: STREET 1: 601 RIVERSIDE AVENUE CITY: JACKSONVILLE STATE: FL ZIP: 32204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fidelity National Financial, Inc. CENTRAL INDEX KEY: 0001331875 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37394 FILM NUMBER: 15896942 BUSINESS ADDRESS: STREET 1: 601 RIVERSIDE AVENUE CITY: JACKSONVILLE STATE: FL ZIP: 32204 BUSINESS PHONE: 904-854-8100 MAIL ADDRESS: STREET 1: 601 RIVERSIDE AVENUE CITY: JACKSONVILLE STATE: FL ZIP: 32204 FORMER NAME: FORMER CONFORMED NAME: Fidelity National Title Group, Inc. DATE OF NAME CHANGE: 20050630 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-05-26 0 0001627014 Black Knight Financial Services, Inc. BKFS 0001331875 Fidelity National Financial, Inc. 601 RIVERSIDE AVENUE JACKSONVILLE FL 32204 0 0 1 0 0001642933 FNTG Holdings, LLC 601 RIVERSIDE AVENUE JACKSONVILLE FL 32204 0 0 1 0 0001643084 Fidelity National Title Group, Inc. 601 RIVERSIDE AVENUE JACKSONVILLE FL 32204 0 0 1 0 0001642928 Chicago Title Insurance Co 601 RIVERSIDE AVENUE JACKSONVILLE FL 32204 0 0 1 0 0001642978 Fidelity National Title Insurance Co 601 RIVERSIDE AVENUE JACKSONVILLE FL 32204 0 0 1 0 Class B Common Stock 2015-05-26 4 J 0 75817079 0.00 A 75817079 I See Footnote Class B Common Stock 2015-05-26 4 J 0 4535429 0.00 A 4535429 I See Footnote Class B Common Stock 2015-05-26 4 J 0 2957432 0.00 A 2957432 I See Footnote Common Stock 2015-05-26 4 J 0 1000 0.00 D 0 I See Footnote LLC Units 2015-05-26 4 J 0 75817079 0.00 A Class A Common Stock 75817079 75817079 I See Footnote LLC Units 2015-05-26 4 J 0 4535429 0.00 A Class A Common Stock 4535429 4535429 I See Footnote LLC Units 2015-05-26 4 J 0 2957432 0.00 A Class A Common Stock 2957432 2957432 I See Footnote On May 26, 2015, in connection with the closing of the Issuer's initial public offering and the transactions contemplated in connection therewith, each holder of a unit of Black Knight Financial Services, LLC received a number of shares of Class B Common Stock of the Issuer equal to the number of units held by such person. Shares of Class B Common Stock do not have economic rights. Upon any exchange of units for Class A Common Stock, the corresponding shares of Class B Common Stock then owned by such holder will be cancelled. Represents securities held directly by Black Knight Holdings, Inc. ("BKHI"). BKHI is a wholly owned subsidiary of Fidelity National Financial, Inc. ("FNF"). FNF may be deemed to indirectly beneficially own the securities held directly by BKHI. FNF disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Represents securities held directly by Chicago Title Insurance Company ("CTIC"). CTIC is a wholly owned subsidiary of Fidelity National Title Group, Inc. ("FNTG Inc."). FNTG Inc. is a wholly owned subsidiary of FNTG Holdings, LLC ("FNTG LLC"). FNTG LLC is a wholly owned subsidiary of FNF. Each of FNTG Inc., FNTG LLC and FNF may be deemed to indirectly beneficially own the securities held directly by CTIC. Each of FNTG Inc., FNTG LLC and FNF disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Represents securities held directly by Fidelity National Title Insurance Company ("FNTIC"). FNTIC is a wholly owned subsidiary of FNTG Inc. FNTG Inc. is a wholly owned subsidiary of FNTG LLC. FNTG LLC is a wholly owned subsidiary of FNF. Each of FNTG Inc., FNTG LLC and FNF may be deemed to indirectly beneficially own the securities held directly by FNTIC. Each of FNTG Inc., FNTG LLC and FNF disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. On May 26, 2015, FNF contributed to BKHI, its wholly owned subsidiary, 1,000 shares of the Issuer's common stock, par value $0.01 per share, which were immediately canceled in connection with the Amendment and Restatement of the Issuer's Certificate of Incorporation. Pursuant to the terms of and subject to the limitations and restrictions set forth in the Amended and Restated Operating Agreement of Black Knight Financial Services, LLC, dated May 26, 2015, and any exchange agreement, units of Black Knight Financial Services, LLC are exchangeable for shares of Class A common stock on a one-for-one basis. Exhibit 99.1 (Joint Filer Information) incorporated herein by reference. FIDELITY NATIONAL FINANCIAL, INC., By: /s/ Michael L. Gravelle, Executive Vice President, General Counsel and Corporate Secretary 2015-05-28 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                  Exhibit 99.1

                             Joint Filer Information

Name of Joint Filer:                FNTG Holdings, LLC

Address of Joint Filer:             601 Riverside Avenue
                                    Jacksonville, Florida 32204

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):                   May 26, 2015

Designated Filer:                   Fidelity National Financial, Inc.

Signature:

FNTG HOLDINGS, LLC


By:  /s/ Michael L. Gravelle
     -------------------------------
     Name: Michael L. Gravelle
     Title:  Executive Vice President, General Counsel and Corporate Secretary

Dated:  May 28, 2015


                                  Exhibit 99.1
                                   (continued)

                             Joint Filer Information

Name of Joint Filer:                Fidelity National Title Group, Inc.

Address of Joint Filer:             601 Riverside Avenue
                                    Jacksonville, Florida 32204

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):                   May 26, 2015

Designated Filer:                   Fidelity National Financial, Inc.

Signature:

FIDELITY NATIONAL TITLE GROUP, INC.

By:  /s/ Michael L. Gravelle
     -------------------------------
     Name: Michael L. Gravelle
     Title:  Executive Vice President, General Counsel and Corporate Secretary

Dated:  May 28, 2015


                                  Exhibit 99.1
                                   (continued)

                             Joint Filer Information

Name of Joint Filer:                Chicago Title Insurance Company

Address of Joint Filer:             601 Riverside Avenue
                                    Jacksonville, Florida 32204

Relationship of Joint Filer to
Issuer:                             Member of 10% owner group

Issuer Name and Ticker or
Trading Symbol:                     Black Knight Financial Services, Inc. [BKFS]

Date of Event Requiring Statement
(Month/Day/Year):                   May 26, 2015

Designated Filer:                   Fidelity National Financial, Inc.

Signature:

CHICAGO TITLE INSURANCE COMPANY

By:  /s/ Michael L. Gravelle
     -------------------------------
     Name: Michael L. Gravelle
     Title:  Executive Vice President, General Counsel and Corporate Secretary

Dated:  May 28, 2015


                                  Exhibit 99.1
                                   (continued)

                             Joint Filer Information

Name of Joint Filer:                Fidelity National Title Insurance Company

Address of Joint Filer:             601 Riverside Avenue
                                    Jacksonville, Florida 32204

Relationship of Joint Filer to
Issuer:                             Member of 10% owner group

Issuer Name and Ticker or
Trading Symbol:                     Black Knight Financial Services, Inc. [BKFS]

Date of Event Requiring Statement
(Month/Day/Year):                   May 26, 2015

Designated Filer:                   Fidelity National Financial, Inc.

Signature:

FIDELITY NATIONAL TITLE INSURANCE COMPANY

By:  /s/ Michael L. Gravelle
     ------------------------------
     Name: Michael L. Gravelle
     Title:  Executive Vice President, General Counsel and Corporate Secretary

Dated:  May 28, 2015