0001209191-15-047756.txt : 20150528 0001209191-15-047756.hdr.sgml : 20150528 20150528201554 ACCESSION NUMBER: 0001209191-15-047756 CONFORMED SUBMISSION TYPE: 3 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37394 FILM NUMBER: 15896931 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37394 FILM NUMBER: 15896932 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37394 FILM NUMBER: 15896933 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37394 FILM NUMBER: 15896934 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2015-05-26 0 0001627014 Black Knight Financial Services, Inc. BKFS 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 4535429 I See footnote Class B Common Stock 2957432 I See footnote LLC Units Class A Common Stock 4535429 I See footnote LLC Units Class A Common Stock 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 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"). Each of FNTG Inc. and FNTG LLC may be deemed to indirectly beneficially own the securities held directly by CTIC. Each of FNTG Inc. and FNTG LLC 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. Each of FNTG Inc. and FNTG LLC may be deemed to indirectly beneficially own the securities held directly by FNTIC. Each of FNTG Inc. and FNTG LLC 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. 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) is incorporated herein by reference. FNTG HOLDINGS, LLC, 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:                   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              Black Knight Financial Services, Inc.
Trading Symbol:                        [BKFS]

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

Designated Filer:                      FNTG Holdings, LLC

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

                             Joint Filer Information
                                  (continued)

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:                      FNTG Holdings, LLC

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

                             Joint Filer Information
                                  (continued)

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:                      FNTG Holdings, LLC

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