SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Fidelity National Financial, Inc.

(Last) (First) (Middle)
601 RIVERSIDE AVE

(Street)
JACKSONVILLE FL 32204

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Black Knight Financial Services, Inc. [ BKFS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Stock 02/26/2016 J(1) 4,535,429 D $0 0 I See footnotes(2)
Class B Common Stock 02/26/2016 J(1) 2,957,432 D $0 0 I See footnotes(3)
Class B Common Stock 02/26/2016 J(1) 7,492,861 A $0 83,309,940 I See footnotes(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
LLC Units (5) 02/26/2016 J(1) 4,535,429 (5) (5) Class A Common Stock 4,535,429 $0 0 I See footnotes(2)
LLC Units (5) 02/26/2016 J(1) 2,957,432 (5) (5) Class A Common Stock 2,957,432 $0 0 I See footnotes(3)
LLC Units (5) 02/26/2016 J(1) 7,492,861 (5) (5) Class A Common Stock 7,492,861 $0 83,309,940 I See footnotes(4)
1. Name and Address of Reporting Person*
Fidelity National Financial, Inc.

(Last) (First) (Middle)
601 RIVERSIDE AVE

(Street)
JACKSONVILLE FL 32204

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Chicago Title Insurance Co

(Last) (First) (Middle)
601 RIVERSIDE AVE

(Street)
JACKSONVILLE FL 32204

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Fidelity National Title Insurance Co

(Last) (First) (Middle)
601 RIVERSIDE AVE

(Street)
JACKSONVILLE FL 32204

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Black Knight Holdings, Inc.

(Last) (First) (Middle)
601 RIVERSIDE AVE

(Street)
JACKSONVILLE FL 32204

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FNTG Holdings, LLC

(Last) (First) (Middle)
601 RIVERSIDE AVE

(Street)
JACKSONVILLE FL 32204

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Fidelity National Title Group, Inc.

(Last) (First) (Middle)
601 RIVERSIDE AVE

(Street)
JACKSONVILLE FL 32204

(City) (State) (Zip)
Explanation of Responses:
1. Through a series of internal transactions that began on February 26, 2016 and completed on March 1, 2016, all shares of Class B common stock of the registrant and all limited liability company units of Black Knight Financial Services, LLC (the "LLC Units") held by each of Fidelity National Title Insurance Company ("FNTIC") and Chicago Title Insurance Company ("CTIC") were distributed to Fidelity National Financial, Inc. ("FNF"). As part of the same series of transactions, FNF contributed all such shares of Class B common stock and LLC Units to Black Knight Holdings, Inc. ("BKHI"), a wholly owned subsidiary of FNF. The total number of shares of Class B common stock and LLC Units held by FNF and its subsidiaries did not change as a result of the transactions. Shares of Class B common stock do not have economic rights. Upon any exchange of LLC Units for Class A common stock, the corresponding shares of Class B common stock then owned by such holder will be cancelled.
2. Represents Class B common shares of the registrant and LLC Units held directly by CTIC. CTIC is a wholly owned subsidiary of Fidelity National Title Group, Inc. ("FNTG Inc."). FNTG Inc. is a wholly owned subsidiary of FNTG Holdings, LLC ("FNTG LLC"). FNTG LLC is a wholly owned subsidiary of FNF. Prior to the series of transactions described in footnote 1, each of FNTG Inc., FNTG LLC and FNF could have been deemed to indirectly beneficially own the securities. Each of FNTG Inc., FNTG LLC and FNF disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
3. Represents Class B common shares of the registrant and LLC Units held directly by FNTIC. FNTIC is a wholly owned subsidiary of FNTG Inc. FNTG Inc. is a wholly owned subsidiary of FNTG LLC. FNTG LLC is a wholly owned subsidiary of FNF. Prior to the series of transactions described in footnote 1, each of FNTG Inc., FNTG LLC and FNF could have been deemed to indirectly beneficially own the securities. Each of FNTG Inc., FNTG LLC and FNF disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
4. Represents Class B common shares of the registrant and LLC Units held directly by BKHI. BKHI is a wholly owned subsidiary of FNF. FNF may be deemed to indirectly beneficially own the securities held directly by BKHI. FNF disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
5. Pursuant to the terms of and subject to the limitations and restrictions set forth in the Amended and Restated Operating Agreement of Black Knight Financial Services, LLC, dated May 26, 2015, and any exchange agreement, units of Black Knight Financial Services, LLC are exchangeable for shares of Class A common stock on a one-for-one basis.
Remarks:
FIDELITY NATIONAL FINANCIAL, INC., By: /s/ Michael L. Gravelle, Executive Vice President, General Counsel and Corporate Secretary 03/01/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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