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