SEC Form 4: Jabbour Anthony M returned 786,490 shares to the company, closing all direct ownership in the company
$BKI
Computer Software: Prepackaged Software
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Black Knight, Inc. [ BKI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/05/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/05/2023 | D | 76,815.4221(1) | D | $0(1) | 254,964 | D | |||
| Common Stock | 09/05/2023 | D | 254,964(2) | D | $0(2) | 0.0000 | D | |||
| Common Stock | 09/05/2023 | D | 41,300(1) | D | $0(1) | 0.0000 | I | Anthony M. Jabbour Living Trust | ||
| Common Stock | 09/05/2023 | D | 413,410.2976(1) | D | $0(1) | 0.0000 | I | The Anthony M. Jabbour 2022 Grantor Retained Annuity Trust | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. 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, with Black Knight continuing as the surviving corporation and as a wholly owned subsidiary of ICE (the Merger). At the effective time of the Merger, each issued and outstanding share of common stock of Black Knight was 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. As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any Shares. Includes shares acquired under Employee Stock Purchase Plan. |
| 2. At the Effective Time, 254,964 shares of restricted stock granted pursuant to the Company's Amended and Restated 2015 Omnibus Incentive Plan ("Restricted Stock Awards") held by the Reporting Person were assumed by ICE and converted into restricted stock awards of ICE with the same terms and conditions as were applicable to such Restricted Stock Awards immediately prior to the Effective Time (except that, in the case of any such Restricted Stock Award that was subject to performance-based vesting, each applicable performance restriction was deemed satisfied and such award became a time-based award) and relating to the number of shares of ICE common stock equal to the product of (x) the number of Shares subject to such Restricted Stock Award and (y) 0.6577, rounded to the nearest whole share of ICE common stock. |
| /s/ Colleen E. Haley, Attorney-in-fact | 09/07/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||