SEC Form 4 · accession 0001140361-15-022106
Black Knight, Inc. · BKI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gnaneshwar B. Rao
Director
Period of report
May 26, 2015
Accepted (ET)
May 28, 2015 · 4:32 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001627014
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F5,F6 | May 26, 2015 | J | 39,308,240 | $0.00 | A | 39,308,240 | I | See Footnotes |
| Class B Common StockF3,F4,F5,F6 | May 26, 2015 | J | 1,516,342 | $0.00 | A | 1,516,342 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LLC UnitsF6,F5 | — | May 26, 2015 | J | 1,516,342 | A | — | — | Class B Common Stock | 1,516,342 | 1,516,342 | I |
Explanation of responses
- F1Represents shares of Class A common stock of the Issuer held directly by Thomas H. Lee Advisors, LLC ("THL Advisors"), Thomas H. Lee Equity Fund VI, L.P. ("THL Equity VI"), Thomas H. Lee Parallel Fund VI, L.P. ("Parallel Fund VI"), Thomas H. Lee Parallel (DT) Fund VI, L.P. ("DT Fund VI"), THL Coinvestment Partners, L.P. ("THL Coinvestment"), THL Operating Partners, LP ("THL Operating"), THL Equity Fund VI Investors (BKFS), L.P. ("THL BKFS"), THL Equity Fund VI Investors (BKFS) II, L.P. ("THL BKFS II"), THL Equity Fund VI Investors (BKFS) III, L.P. ("THL BKFS III"), together with THL Equity VI, Parallel Fund VI, DT Fund VI, THL Coinvestment, THL Operating, THL BKFS, THL BKFS II and THL BKFS III (the "THL Funds") as well as Great-West Investors, L.P. ("Great West") and Putnam Investments Employees' Securities Company III LLC ("Putnam III").
- F2(Continuation of Footnote 1) - On May 26, 2015, each of the foregoing entities received shares of Class A common stock of Issuer in exchange for units of Black Knight Financial Services, LLC previously held by such entity.
- F3Represents shares of Class B common stock of the Issuer held directly by THL Equity Fund VI Investors (BKFS-LM), LLC ("THL BKFS-LM") and THL Equity Fund VI Investors (BKFS-NB), LLC.
- F4On 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 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.
- F5Pursuant 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 an exchange agreement, units of Black Knight Financial Services, LLC are exchangeable for shares of Class A common stock on a one-for-one basis.
- F6The Reporting Person is a Managing Director of Thomas H. Lee Partners, L.P., which is the general partner of THL Coinvestment and the sole member of THL Equity Advisors VI, LLC ("THL Advisors"), which in turn is the general partner of the THL Equity VI, Parallel Fund VI, DT Fund VI, THL Operating, THL BKFS, THL BKFS II, THL BKFS III and the sole manager of THL BKFS-LM and THL BKFS-NB. THL Advisors is attorney-in-fact of Great West and Putnam Investments, LLC, which is the managing member of Putnam Investments Holdings, LLC, which in turn is the managing member of Putnam III. The Reporting Person disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.