FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. SeeInstruction 1(b).

Transcription

1 FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. Instruction 1(b). UNITED STATES SECURITIES AND ECHANGE COMMISSION Washington, D.C STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: Estimated average burden hours per response Name and Address of Reporting Person * THOMAS H. LEE ADVISORS, LLC (Last) (First) (Middle) C/O THOMAS H. LEE PARTNERS, L.P., 100 FEDERAL STREET, 35TH FLOOR (Street) (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol Black Knight Financial Services, Inc. [ BKFS ] 3. (MM/DD/YYYY) 5/12/ If Amendment, Date Original Filed (MM/DD/YYYY) 5/16/ Relationship of Reporting Person(s) to Issuer (Check all applicable) Officer (give title below) 10% Owner Other (specify below) 6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person Form filed by More than One Reporting Person 1.Title of Security (Instr. 3) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code (Instr. 8) Class A Common Stock 5/12/2017 C (3) Code V Amount 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) (3) (A) or (D) Price 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) A (3) I Class A Common Stock 5/12/2017 C (3) 7143 (3) A (3) I Class A Common Stock 5/12/2017 S (5) Class B Common Stock 5/12/2017 J (3) (5) (3) D $ I D (3) I Class B Common Stock 5/12/2017 J (3) 7143 (3) D (3) I Class A Common Stock 7719 (6) (7) (8) D Class A Common Stock 7719 (6) (7) (8) D Nature Ownership of Indirect Form: Beneficial Direct (D) Ownership or Indirect (Instr. 4) (I) (Instr. 4) (8) (8) (1) (2) (5) (6) (8) (8) (8) 1. Title of Derivate Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security Table II - Derivative Securities Beneficially Owned ( e.g., puts, calls, warrants, options, convertible securities) 3. Trans. Date 3A. Deemed Execution Date, if any LLC Units (3) 5/12/2017 C 4. Trans. Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Code V (A) (D) (3) Date Exercisable and Expiration Date Date Expiration Exercisable Date Title (3) (4) (4) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) Class A Common Stock LLC Units (3) 5/12/2017 C (3) 7143 (3) (4) (4) Common Stock Class A Amount or Number of Shares 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) (3) I 7143 (3) I 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) (7) (8) (7) (8) Explanation of Responses: (1) Exhibit 99.1 for text of footnote (1).

2 (2) Exhibit 99.1 for text of footnote (2). (3) Exhibit 99.1 for text of footnote (3). (4) Exhibit 99.1 for text of footnote (4). (5) Exhibit 99.1 for text of footnote (5). (6) Exhibit 99.1 for text of footnote (6). (7) Exhibit 99.1 for text of footnote (7). (8) Exhibit 99.1 for text of footnote (8). Remarks: The Form 4 originally filed with the SEC on May 16, 2017 (the "Original Filing") included each of the Reporting Persons; however, the Original Filing inadvertently did not indicate the Reporting Persons as filers in the SEC's EDGAR system. This amendment to the Original Filing (the "Amendment") is being made solely to include the Reporting Persons. No changes have been made to the transactions or holdings reported in the Original Filing. Due to the technical limitation on the number of reporting persons per filing, the Original Filing was made in two parts. The Amendment amends part two of two. Exhibit 99.1 and 99.2 (), incorporated herein by reference. Reporting Owners Reporting Owner Name / Address THOMAS H. LEE ADVISORS, LLC C/O THOMAS H. LEE PARTNERS, L.P. Great-West Investors LP C/O THOMAS H. LEE PARNTERS, L.P. Putnam Investments Employees' Securities Co III LLC C/O THOMAS H.LEE PARTNERS, L.P. THL Equity Fund VI Investors (BKFS-LM), LLC C/O THOMAS H. LEE PARNTERS, L.P. THL Equity Fund VI Investors (BKFS-NB), LLC C/O THOMAS H. LEE PARNTERS, L.P. HAGERTY THOMAS M C/O THOMAS H. LEE PARTNERS, L.P. Rao Gnaneshwar B. C/O THOMAS H. LEE PARTNERS, L.P. Signatures Relationships 10% Owner Officer Other THOMAS H. LEE ADVISORS, LLC By: THL Holdco, LLC, its Managing Member /s/ Charles P. Holden Managing 5/22/2017 ** 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, seeinstruction 4(b)(v). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. 18 U.S.C and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, seeinstruction 6 for procedure. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

3 Exhibit 99.1 Name and Address of Reporting Person: May 12, 2017 (Month/Day/Year): Footnotes to Form 4 (1) This report is being filed by the following Reporting Persons: ( THL Advisors ), THL Equity Fund VI Investors (BKFS-LM), LLC ( THL BKFS-LM ), THL Equity Fund VI Investors (BKFS-NB), LLC ( THL BKFS-NB ) as well as Great-West Investors, L.P. ( Great West ), Putnam Investments Employees Securities Company III LLC ( Putnam III ), Mr. Thomas M. Hagerty and Mr. Gnaneshwar B. Rao. This Form 4 is being made in two parts and is also filed jointly with certain other persons in part one. Remarks. (2) THL Advisors is the general partner of Thomas H. Lee Partners, L.P. ( THL Partners ), which is the sole manager of THL BKFS-LM and THL BKFS-NB. THL Advisors is attorney-in-fact of Great West and Putnam Investments, LLC, which is the managing member of Putnam Investments Holdings, LLC, which in turn is the managing member of Putnam III. Solely for purposes of Section 16 of the Exchange Act, THL BKFS-LM, THL BKFS-NB, Great West and Putnam III may be deemed directors by deputization. (3) Each of THL BKFS-LM and THL BKFS-NB converted 178,571 and 7,143 units, respectively, of Black Knight Financial Services, LLC into an equal number of shares of the Issuer s Class A Common Stock (the Conversion ). In connection with the Conversion, 178,571 and 7,143 shares of the Issuer s Class B Common Stock beneficially owned by BKFS-LM and BKFS-NB, respectively, were automatically cancelled for no consideration. Shares of Class B Common Stock do not have economic rights. (4) Pursuant to the Amended and Restated Operating Agreement of Black Knight Financial Services, LLC, LLC units are exchangeable for shares of the Issuer s Class A Common Stock on a one-for-one basis, may be converted at any time and have no expiration date. (5) Represents shares of Class A Common Stock of the Issuer sold by the following entities: 1,340,147 shares held by Thomas H. Lee Equity Fund VI, L.P.; 907,476 shares held by Thomas H. Lee Parallel Fund VI; 158,518 shares held by Thomas H. Lee Parallel (DT) Fund VI, L.P.; 1,357,143 shares held by THL Equity Fund VI Investors (BKFS), L.P.; 850,000 share held by THL Equity Fund VI Investors (BKFS) II, L.P.; 142,857 shares held by THL Equity Fund VI Investors (BKFS) III, L.P.; 43,964 shares held by THL Coinvestment Partners, L.P.; 259 shares held by THL Operating Partners, L.P; 178,571 shares held by THL BKFS-LM; 7,143 shares held by THL BKFS-NB; 6,973 shares held by Great West; and 6,949 shares held by Putnam III.

4 (6) Each of THL BKFS-LM, THL BKFS-NB, Great West and Putnam III disclaims beneficial ownership of the shares listed in this report, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. (7) Represents shares of the Issuer s Class A common Stock received by each of Messrs. Hagerty and Rao as compensation for their service on the board of directors of the Issuer. Pursuant to the operative agreements for the THL Funds, any securities issued to persons serving as directors of portfolio companies of the THL Funds, such as the Issuer, are to be held for the benefit of the THL Funds. (8) Messrs. Hagerty and Rao are Managing s of THL Partners. Each disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.

5 Great-West Investors, LP c/o Thomas H. Lee Partners, L.P 10% Owner GREAT-WEST INVESTORS, LP By:, its Attorney-in-Fact By: THL Holdco, LLC, its Managing Member By: /s/ Charles P. Holden Name: Charles P. Holden Title: Managing

6 (continued) Putnam Investments Employees Securities Company III, LLC 10% Owner PUTNAM INVESTMENTS EMPLOYEES SECURITIES COMPANY III, LLC By: Putnam Investment Holdings, LLC, its Managing Member By: Putnam Investments, LLC, its Managing Member By:, its Attorney-in-Fact By: THL Holdco, LLC, its Managing Member By: /s/ Charles P. Holden Name: Charles P. Holden Title: Managing

7 (continued) THL Equity Fund VI Investors (BKFS-LM), LLC 10% Owner THOMAS H. LEE EQUITY FUND VI, L.P. By: THL Equity Advisors VI, LLC, its General Partner By: Thomas H. Lee Partners, L.P., its Sole Member By:, its General Partners By: THL Holdco, LLC, its Managing Member By: /s/ Charles P. Holden Name: Charles P. Holden Title: Managing

8 (continued) THL Equity Fund VI Investors (BKFS-NB), LLC 10% Owner THOMAS H. LEE EQUITY FUND VI, L.P. By: THL Equity Advisors VI, LLC, its General Partner By: Thomas H. Lee Partners, L.P., its Sole Member By:, its General Partners By: THL Holdco, LLC, its Managing Member By: /s/ Charles P. Holden Name: Charles P. Holden Title: Managing

9 (continued) Thomas M. Hagerty /s/ Thomas M. Hagerty Thomas M. Hagerty

10 (continued) Gnaneshwar B. Rao /s/ Gnaneshwar B. Rao Gnaneshwar B. Rao