Brian Crotty - Dec 28, 2021 Form 4 Insider Report for IHS Markit Ltd. (INFO)

Signature
/s/ John Doulamis, Attorney-in-Fact on behalf of Reporting Person
Stock symbol
INFO
Transactions as of
Dec 28, 2021
Transactions value $
-$2,159,355
Form type
4
Date filed
12/30/2021, 03:05 PM
Next filing
Mar 2, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction INFO Common Shares Award $0 +5.84K +29.23% $0.00 25.8K Dec 28, 2021 Direct F1, F2
transaction INFO Common Shares Award $0 +7.29K +28.24% $0.00 33.1K Dec 28, 2021 Direct F1, F3
transaction INFO Common Shares Award $0 +6.07K +18.35% $0.00 39.2K Dec 28, 2021 Direct F1, F4
transaction INFO Common Shares Award $0 +7.52K +19.21% $0.00 46.7K Dec 28, 2021 Direct F1, F5
transaction INFO Common Shares Tax liability -$1.59M -11.9K -25.53% $133.31 34.8K Dec 28, 2021 Direct F6
transaction INFO Common Shares Tax liability -$571K -4.28K -12.31% $133.31 30.5K Dec 28, 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.