Brian Crotty - 28 Dec 2021 Form 4 Insider Report for IHS Markit Ltd.

Role: EVP, Resources
Signature: /s/ John Doulamis, Attorney-in-Fact on behalf of Reporting Person
Issuer symbol: N/A
Transactions as of: 28 Dec 2021
Net transactions value: -$2,159,355
Form type: 4
Filing time: 30 Dec 2021, 15:05:16 UTC
Next filing: 02 Mar 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	INFO	Common Shares	Award	$0	+5,836	+29%	$0.000000	25,801	28 Dec 2021	Direct	F1, F2
transaction	INFO	Common Shares	Award	$0	+7,287	+28%	$0.000000	33,088	28 Dec 2021	Direct	F1, F3
transaction	INFO	Common Shares	Award	$0	+6,073	+18%	$0.000000	39,161	28 Dec 2021	Direct	F1, F4
transaction	INFO	Common Shares	Award	$0	+7,524	+19%	$0.000000	46,685	28 Dec 2021	Direct	F1, F5
transaction	INFO	Common Shares	Tax liability	$1,588,789	-11,918	-26%	$133.31	34,767	28 Dec 2021	Direct	F6
transaction	INFO	Common Shares	Tax liability	$570,567	-4,280	-12%	$133.31	30,487	28 Dec 2021	Direct	F7

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

Explanation of Responses:

Id	Content
F1	This award was accelerated and settled on December 28, 2021 based on approval of the Human Resources Committee of the Board of Directors (the "HRC") to mitigate adverse tax consequences to both the Company and the Reporting Person that could arise under Section 280G and 4999 of the Internal Revenue Code in connection with the merger transaction contemplated by the Agreement and Plan of Merger by and among the Company, S&P Global Inc. and Sapphire Subsidiary, Ltd. dated as of November 29, 2020 (as amended, the "Merger Agreement"). The HRC determined the level of deemed performance for the performance-based stock unit awards ("PSUs") taking into account the treatment of the PSUs contemplated under the Merger Agreement.
F2	This award represents three-year PSUs granted February 1, 2019, that have already completed their performance period but that would have otherwise vested ratably on February 28, 2022, 2023 and 2024.
F3	This award represents three-year PSUs granted February 1, 2020 with respect to the performance period ending November 30, 2022.
F4	This award represents three-year PSUs granted February 1, 2020 with respect to the performance period ending November 30, 2022 and subject to ratable time-vesting over the three-year period following the end of the performance period
F5	This award represents three-year PSUs granted February 1, 2021 with respect to the performance period ending November 30, 2023.
F6	Represents shares repurchased by the company for taxes upon vesting of PSUs.
F7	Represents shares repurchased by the company for taxes upon vesting of restricted stock units that were accelerated and settled on December 28, 2021 based on approval of the HRC.