Joseph M. Otting - Sep 5, 2023 Form 4 Insider Report for Black Knight, Inc. (BKI)

Role: Director
Signature: /s/ Colleen E. Haley, Attorney-in-fact
Stock symbol: BKI
Transactions as of: Sep 5, 2023
Transactions value $: $0
Form type: 4
Date filed: 9/7/2023, 05:13 PM
Previous filing: Jul 19, 2023
Next filing: Dec 29, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Date	Ownership	Footnotes
transaction	BKI	Common Stock	Disposed to Issuer	$0	-5.73K	-100%	$0.00^*	Sep 5, 2023	Direct	F1
transaction	BKI	Restricted Stock Unit	Disposed to Issuer	$0	-9.16K	-100%	$0.00^*	Sep 5, 2023	Direct	F2
transaction	BKI	Common Stock	Disposed to Issuer	$0	-5.61K	-100%	$0.00^*	Sep 5, 2023	The Otting Family Trust Dtd 3/18/10	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Joseph M. Otting is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	At the Effective Time, 9,162 time-based restricted stock unit awards in respect of Shares granted pursuant to the Company's Amended and Restated 2015 Omnibus Incentive Plan ("RSU Awards") held by the Reporting Person that were outstanding immediately prior to the Effective Time accelerated and vested in full and were deemed settled for a number of Shares equal to the number of Shares underlying such RSU Award, which Shares were cancelled and converted into the right to the Merger Consideration.

Content

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.

At the Effective Time, 9,162 time-based restricted stock unit awards in respect of Shares granted pursuant to the Company's Amended and Restated 2015 Omnibus Incentive Plan ("RSU Awards") held by the Reporting Person that were outstanding immediately prior to the Effective Time accelerated and vested in full and were deemed settled for a number of Shares equal to the number of Shares underlying such RSU Award, which Shares were cancelled and converted into the right to the Merger Consideration.