SEC Form 4 · accession 0001331875-16-000113
Black Knight, Inc. · BKI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Fidelity National Financial, Inc.
10% Owner
Chicago Title Insurance Co
10% Owner
Black Knight Holdings, Inc.
10% Owner
FNTG Holdings, LLC
10% Owner
Fidelity National Title Insurance Co
10% Owner
Fidelity National Title Group, Inc.
10% Owner
Period of report
Feb 26, 2016
Accepted (ET)
Mar 1, 2016 · 4:41 pm EST
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 B Common StockF2 | Feb 26, 2016 | J | 4,535,429 | $0.00 | D | 0 | I | See footnotes |
| Class B Common StockF3 | Feb 26, 2016 | J | 2,957,432 | $0.00 | D | 0 | I | See footnotes |
| Class B Common StockF4 | Feb 26, 2016 | J | 7,492,861 | $0.00 | A | 83,309,940 | 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 UnitsF2,F5 | — | Feb 26, 2016 | J | 4,535,429 | D | — | — | Class A Common Stock | 4,535,429 | 0 | I |
| LLC UnitsF3,F5 | — | Feb 26, 2016 | J | 2,957,432 | D | — | — | Class A Common Stock | 2,957,432 | 0 | I |
| LLC UnitsF4,F5 | — | Feb 26, 2016 | J | 7,492,861 | A | — | — | Class A Common Stock | 7,492,861 | 83,309,940 | I |
Explanation of responses
- F1Through a series of internal transactions that began on February 26, 2016 and completed on March 1, 2016, all shares of Class B common stock of the registrant and all limited liability company units of Black Knight Financial Services, LLC (the "LLC Units") held by each of Fidelity National Title Insurance Company ("FNTIC") and Chicago Title Insurance Company ("CTIC") were distributed to Fidelity National Financial, Inc. ("FNF"). As part of the same series of transactions, FNF contributed all such shares of Class B common stock and LLC Units to Black Knight Holdings, Inc. ("BKHI"), a wholly owned subsidiary of FNF. The total number of shares of Class B common stock and LLC Units held by FNF and its subsidiaries did not change as a result of the transactions. Shares of Class B common stock do not have economic rights. Upon any exchange of LLC Units for Class A common stock, the corresponding shares of Class B common stock then owned by such holder will be cancelled.
- F2Represents Class B common shares of the registrant and LLC Units held directly by CTIC. CTIC is a wholly owned subsidiary of Fidelity National Title Group, Inc. ("FNTG Inc."). FNTG Inc. is a wholly owned subsidiary of FNTG Holdings, LLC ("FNTG LLC"). FNTG LLC is a wholly owned subsidiary of FNF. Prior to the series of transactions described in footnote 1, each of FNTG Inc., FNTG LLC and FNF could have been deemed to indirectly beneficially own the securities. Each of FNTG Inc., FNTG LLC and FNF disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- F3Represents Class B common shares of the registrant and LLC Units held directly by FNTIC. FNTIC is a wholly owned subsidiary of FNTG Inc. FNTG Inc. is a wholly owned subsidiary of FNTG LLC. FNTG LLC is a wholly owned subsidiary of FNF. Prior to the series of transactions described in footnote 1, each of FNTG Inc., FNTG LLC and FNF could have been deemed to indirectly beneficially own the securities. Each of FNTG Inc., FNTG LLC and FNF disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- F4Represents Class B common shares of the registrant and LLC Units held directly by BKHI. BKHI is a wholly owned subsidiary of FNF. FNF may be deemed to indirectly beneficially own the securities held directly by BKHI. FNF disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- 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 any exchange agreement, units of Black Knight Financial Services, LLC are exchangeable for shares of Class A common stock on a one-for-one basis.