SEC Form 4 · accession 0001598014-16-000037

IHS Markit Ltd. · INFO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On July 12, 2016, IHS Inc. ("IHS"), Markit Ltd. ("Markit") and Marvel Merger Sub, Inc. completed the merger (the "Merger") contemplated by the Agreement and Plan of Merger among such parties dated as of March 20, 2016 (the "Merger Agreement").
• F2Represents IHS Markit shares received pursuant to the Merger Agreement, the terms of which provided that (a) each share of IHS common stock issued and outstanding immediately prior to the consummation of the Merger was converted into 3.5566 shares of IHS Markit common shares with cash paid in lieu of fractional shares; (b) IHS Restricted Stock Units ("RSUs") that were converted into 3.5566 shares of IHS Markit RSUs rounded up to the nearest whole share; and (c) IHS Performance Stock Units ("PSUs") that were converted into IHS Markit RSUs. Each IHS PSU outstanding immediately prior to the consummation of the Merger was converted into IHS Markit RSUs based on 142% of the 2016 award; 175% of the 2017 award, and 125% of the 2018 award rounded to the nearest whole share, and subsequently converted into 3.5566 RSUs of IHS Markit rounded up to the nearest whole share with the same terms and conditions as were in effect immediately prior to the completion of the Merger.

Remarks

As a foreign private issuer, IHS Markit securities are currently exempt from Section 16 pursuant to Rule 3a12-3(b) of the Exchange Act. As such, this is an informational and voluntary report which shall not be deemed an admission that, as of the date hereof, the filing person is required to report changes in beneficial ownership of IHS Markit securities registered under Section 12 of the Exchange Act.