0001225208-18-000901.txt : 20180110
0001225208-18-000901.hdr.sgml : 20180110
20180110161343
ACCESSION NUMBER: 0001225208-18-000901
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20180105
FILED AS OF DATE: 20180110
DATE AS OF CHANGE: 20180110
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FOLEY WILLIAM P II
CENTRAL INDEX KEY: 0000903213
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37394
FILM NUMBER: 18521655
MAIL ADDRESS:
STREET 1: FIDELITY NATIONAL FINANCIAL, INC.
STREET 2: 601 RIVERSIDE AVENUE
CITY: JACKSONVILLE
STATE: FL
ZIP: 32204
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/A
1
doc4a.xml
X0306
4/A
2018-01-05
2018-01-09
0001627014
Black Knight, Inc.
BKI
0000903213
FOLEY WILLIAM P II
601 RIVERSIDE AVENUE
JACKSONVILLE
FL
32204
1
1
Executive Chairman
Forward Sale Contract (obligation to sell)
2018-01-05
4
J
0
1000000.0000
A
Common Stock
1000000.0000
1000000.0000
D
Explanation of Responses attached as Exhibit 99.1 and incorporated herein by reference
ex991.txt
- This Form 4/A is being filed to include in Exhibit 99.1 the explanatory remarks that were included in the previous filing but not viewable on the SEC EDGAR site due to a technical issue.
/s/ Colleen E. Haley, Attorney-in-fact
2018-01-10
EX-99
2
ex991.txt
Explanation of Responses:
On January 5, 2018 (the "Execution Date"), the Reporting Person entered into a
prepaid variable forward sale contract with an unaffiliated third party buyer
(the "Buyer"). The contract obligates the Reporting Person to deliver to the
Buyer up to an aggregate of 1,000,000 shares of Common Stock in the future (or,
at the Reporting Person's election, an equivalent amount of cash based on the
market price of the Common Stock at that time). In exchange for assuming this
obligation, the Reporting Person received a cash payment of $35,400,000 on the
second business day following the Execution Date. The Reporting Person pledged
1,000,000 shares of Common Stock to secure his obligations under the contract,
and retained dividend and voting rights in such shares during the term of the
pledge.
The transaction will be settled in ten tranches of 100,000 shares (or a fraction
of 100,000 shares as described below) on each date (each, a "Settlement Date")
for which trades executed on each of the following dates in 2021 (each, a
"Valuation Date") settle under the relevant clearance system: January 5, 6, 7,
8, 11, 12, 13, 14, 15, and 19. The contract specifies a "Forward Floor Price"
of $41.3069 per share and a "Forward Cap Price" of $59.6656 per share.
On each Settlement Date, the Reporting Person will deliver to the Buyer, subject
in each case to certain adjustments (e.g., spin-off or extraordinary event):
(a) if the "Settlement Price" (for each Settlement Date, the closing price of
Common Stock on the related Valuation Date) is less than or equal to the Forward
Floor Price, 100,000 shares; (b) if the Settlement Price is above the Forward
Floor Price but less than or equal to the Forward Cap Price, a number of shares
equal to (i) 100,000 multiplied by (ii) a fraction, the numerator of which is
the Forward Floor Price and the denominator of which is the Settlement Price; or
(c) if the Settlement Price is above the Forward Cap Price, a number of shares
equal to (i) 100,000 multiplied by (ii) a fraction, the numerator of which is
the Forward Floor Price plus the Settlement Price minus the Forward Cap Price,
and the denominator of which is the Settlement Price.