0001225208-21-000888.txt : 20210119
0001225208-21-000888.hdr.sgml : 20210119
20210119160742
ACCESSION NUMBER: 0001225208-21-000888
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20210114
FILED AS OF DATE: 20210119
DATE AS OF CHANGE: 20210119
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
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37394
FILM NUMBER: 21535543
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
1
doc4.xml
X0306
4
2021-01-14
0001627014
Black Knight, Inc.
BKI
0000903213
FOLEY WILLIAM P II
601 RIVERSIDE AVENUE
JACKSONVILLE
FL
32204
1
1
Chairman
Common Stock
2021-01-14
4
J
0
78319.0000
0
D
3599490.0871
D
Common Stock
2021-01-15
4
J
0
78332.0000
0
D
3521158.0871
D
Forward Sale Contract (obligation to sell)
2021-01-14
4
J
0
100000.0000
D
Common Stock
100000.0000
200000.0000
D
Forward Sale Contract (obligation to sell)
2021-01-15
4
J
0
100000.0000
D
Common Stock
100000.0000
100000.0000
D
See Notes 1 and 2 to Exhibit 99.1
See Notes 1 and 3 to Exhibit 99.1
See Note 4 to Exhibit 99.1
explanationofresponses011921.txt
/s/ Colleen E. Haley, Attorney-in-fact
2021-01-19
EX-99
2
explanationofresponses011921.txt
Exhibit 99.1
Name and Address of Reporting Person: William P. Foley II
601 Riverside Avenue
Jacksonville, FL 32204
Issuer Name and Ticker or Trading Symbol: Black Knight, Inc. (BKI)
Date of Earliest Transaction Required
to be Reported (Month/Day/Year): 1/5/2021
Additional Responses:
(1) Reflects the settlement of a tranche of a transaction pursuant to a prepaid
variable forward sale contract (the "Contract") entered into by the Reporting
Person on January 5, 2018 (the "Execution Date"), 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 retains dividend and voting rights in such
shares during the term of the pledge. The transaction settles 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.
(2) On January 14, 2021, the Settlement Price was $84.68. Accordingly, the
Reporting Person will transfer to the Buyer 78,319 shares and will retain 21,681
shares, pursuant to the terms of the Contract.
(3) On January 15, 2021, the Settlement Price was $84.73. Accordingly, the
Reporting Person will transfer to the Buyer 78,332 shares and will retain 21,668
shares, pursuant to the terms of the Contract.
(4) Not applicable.