0001140361-23-043247.txt : 20230907
0001140361-23-043247.hdr.sgml : 20230907
20230907194017
ACCESSION NUMBER: 0001140361-23-043247
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230905
FILED AS OF DATE: 20230907
DATE AS OF CHANGE: 20230907
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Rao Gnaneshwar B.
CENTRAL INDEX KEY: 0001450650
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37394
FILM NUMBER: 231243475
MAIL ADDRESS:
STREET 1: 100 FEDERAL STREET
STREET 2: 35TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02110
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Black Knight, 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
FORMER COMPANY:
FORMER CONFORMED NAME: Black Knight Financial Services, Inc.
DATE OF NAME CHANGE: 20141204
4
1
form4.xml
X0508
4
2023-09-05
true
0001627014
Black Knight, Inc.
BKI
0001450650
Rao Gnaneshwar B.
C/O THOMAS H. LEE PARTNERS, L.P.
100 FEDERAL STREET, 35TH FLOOR
BOSTON
MA
02110
true
false
Common Stock
2023-09-05
4
D
0
14850
D
0
D
Restricted Stock Unit
2023-09-05
4
D
0
5779
D
0
D
Reflects the disposition of securities pursuant to the Agreement and Plan of Merger, dated as of May 4, 2022 (as amended on March 7, 2023, the "Merger Agreement"), among Black Knight, Inc. ("Black Knight"), Intercontinental Exchange, Inc. ("ICE"), and Sand Merger Sub Corporation, a wholly owned subsidiary of ICE ("Sub"), pursuant to which, on September 5, 2023, Sub merged with and into Black Knight (the "Merger"), with Black Knight continuing as the surviving corporation and as a wholly owned subsidiary of ICE. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.0001 per share, of Black Knight (collectively, the "Shares," and each such share, a "Share") (other than any such Shares held by Black Knight as treasury stock, by any of Black Knight's subsidiaries (other than with respect to the Black Knight Employee Stock Purchase Plan (the "ESPP"), (continued in footnote 2)
(continued from footnote 1) by ICE or any of ICE's subsidiaries (including Sub) or by any holder who has properly exercised and perfected such holder's demand for appraisal rights under Section 262 of the General Corporation Law of the State of Delaware and not effectively withdrawn or lost such holder's rights to appraisal) was thereupon canceled and converted into the right to receive, at the prior election of the holder (subject to proration pursuant to the Merger Agreement), either $75.867 in cash or 0.6577 shares of ICE common stock (the "Merger Consideration"). As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any Shares.
Immediately prior to the Effective Time, 9,162 time-based restricted stock unit awards in respect of Shares granted pursuant to the Company's Amended and Restated 2015 Omnibus Incentive Plan ("RSU Awards") held by the Reporting Person that were outstanding immediately prior to the Effective Time accelerated and vested in full and were deemed settled for a number of Shares equal to the number of Shares underlying such RSU Award, which Shares were cancelled and converted into the right to the Merger Consideration.
/s/ Gnaneshwar B. Rao
2023-09-07