| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BKI | Common Stock | Disposed to Issuer | -14.9K | -100% | 0 | Sep 5, 2023 | Direct | F1, F2 | ||
| transaction | BKI | Restricted Stock Unit | Disposed to Issuer | -5.78K | -100% | 0 | Sep 5, 2023 | Direct | F3 |
Gnaneshwar B. Rao is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 (the "Merger"), with Black Knight continuing as the surviving corporation and as a wholly owned subsidiary of ICE. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.0001 per share, of Black Knight (collectively, the "Shares," and each such share, a "Share") (other than any such Shares held by Black Knight as treasury stock, by any of Black Knight's subsidiaries (other than with respect to the Black Knight Employee Stock Purchase Plan (the "ESPP"), (continued in footnote 2) |
| F2 | (continued from footnote 1) by ICE or any of ICE's subsidiaries (including Sub) or by any holder who has properly exercised and perfected such holder's demand for appraisal rights under Section 262 of the General Corporation Law of the State of Delaware and not effectively withdrawn or lost such holder's rights to appraisal) was thereupon canceled and converted into the right to receive, at the prior election of the holder (subject to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 (the "Merger Consideration"). As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any Shares. |
| F3 | Immediately prior to 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. |