Michael L. Gravelle - Sep 5, 2023 Form 4 Insider Report for Black Knight, Inc. (BKI)

Role: General Counsel
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, 05:15 PM
Previous filing: Mar 14, 2023
Next filing: Nov 6, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BKI	Common Stock	Disposed to Issuer	$0	-25.2K	-22.37%	$0.00	87.4K	Sep 5, 2023	Direct	F1
transaction	BKI	Common Stock	Disposed to Issuer	$0	-87.4K	-100%	$0.00^*	0	Sep 5, 2023	Direct	F2

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

Michael L. Gravelle is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	At the Effective Time, 25,167 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.
F2	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.

Content

At the Effective Time, 25,167 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.

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.