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*
Black Knight, Inc.

(Last) (First) (Middle)
601 RIVERSIDE AVENUE

(Street)
JACKSONVILLE FL 32204

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Dun & Bradstreet Holdings, Inc. [ DNB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2022
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
Common Stock 02/15/2022 S(1) 36,376,360 D $19.86 18,473,610 I See Notes(2)(3)
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
1. Name and Address of Reporting Person*
Black Knight, Inc.

(Last) (First) (Middle)
601 RIVERSIDE AVENUE

(Street)
JACKSONVILLE FL 32204

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

(Last) (First) (Middle)
C/O BLACK KNIGHT, INC. 601 RIVERSIDE AVE

(Street)
JACKSONVILLE FL 32204

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Black Knight Financial Services, LLC

(Last) (First) (Middle)
C/O BLACK KNIGHT, INC.
601 RIVERSIDE AVENUE

(Street)
JACKSONVILLE FL 32204

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

(Last) (First) (Middle)
C/O BLACK KNIGHT, INC. 601 RIVERSIDE AVE

(Street)
JACKSONVILLE FL 32204

(City) (State) (Zip)
Explanation of Responses:
1. Shares of Common Stock transferred to Cannae Holdings, LLC ("Cannae") and certain investment entities affiliated with Thomas H. Lee Partners, L.P. ("THL") by a wholly owned subsidiary of Black Knight, Inc. ("Black Knight"), in connection with its acquisition of the outstanding interests of Optimal Blue Holdco, LLC pursuant to the Purchase Agreement, dated February 15, 2022, by and among Black Knight, Optimal Blue I, LLC, Optimal Blue Holdco, LLC, Cannae, THL and Black Knight Technologies, LLC.
2. This report is filed by Black Knight, Black Knight Financial Services, Inc. ("BKFS Inc."), Black Knight Financial Services, LLC ("BKFS LLC") and Black Knight InfoServ, LLC ("InfoServ") (each, a "Reporting Person"). Black Knight is the sole stockholder of BKFS Inc., which in turn is the sole member of BKFS LLC, which in turn is the sole member of InfoServ. Solely for purposes of Section 16 of the Exchange Act, each Reporting Person may be deemed a "director by deputization".
3. All shares of Common Stock are held directly by InfoServ, and are held indirectly by each of BKFS LLC, BKFS Inc. and Black Knight.
Remarks:
Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference.
See Exhibit 99.1 for Signatures 02/17/2022
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 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, see Instruction 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 Number.
                              Exhibit 99.1

                        Joint Filer Information

Name of Joint Filer:                   Black Knight, Inc.

Address of Joint Filer:                601 Riverside Avenue
                                       Jacksonville, FL 32204

Relationship of Joint Filer to         10% Owner
Issuer:                                Director

Issuer Name and Ticker or Trading      Dun & Bradstreet
Symbol:                                Holdings, Inc. [DNB]

Date of Earliest Transaction           February 15, 2022
Required to be Reported:

Designated Filer:                      Black Knight, Inc.


Signature:

Black Knight, Inc.

By:    /s/ Colleen E. Haley
       --------------------------------------------
       Name: Colleen E. Haley
       Title: Senior Vice President and Corporate Secretary

Dated:  February 17, 2022


                              Exhibit 99.1

                       Joint Filer Information

                              (continued)

Name of Joint Filer:                  Black Knight Financial Services, Inc.

Address of Joint Filer:               c/o Black Knight, Inc.
                                      601 Riverside Avenue
                                      Jacksonville, FL 32204

Relationship of Joint Filer to        10% Owner
Issuer:                               Director

Issuer Name and Ticker or Trading     Dun & Bradstreet
Symbol:                               Holdings, Inc. [DNB]

Date of Earliest Transaction          February 15, 2022
Required to be Reported:

Designated Filer:                     Black Knight, Inc.


Signature:

Black Knight Financial Services, Inc.

By:    /s/ Colleen E. Haley
       ---------------------------------------
       Name: Colleen E. Haley
       Title:  Senior Vice President and Corporate Secretary

Dated:  February 17, 2022


                            Exhibit 99.1

                       Joint Filer Information

                             (continued)

Name of Joint Filer:                 Black Knight Financial Services, LLC

Address of Joint Filer:              c/o Black Knight, Inc.
                                     601 Riverside Avenue
                                     Jacksonville, FL 32204

Relationship of Joint Filer to       10% Owner
Issuer:                              Director

Issuer Name and Ticker or Trading    Dun & Bradstreet
Symbol:                              Holdings, Inc. [DNB]

Date of Earliest Transaction         February 15, 2022
Required to be Reported:

Designated Filer:                    Black Knight, Inc.


Signature:

Black Knight Financial Services, LLC

By:     /s/ Colleen E. Haley
        ---------------------
        Name: Colleen E. Haley
        Title:  Senior Vice President and Corporate Secretary

Dated:  February 17, 2022


                              Exhibit 99.1

                         Joint Filer Information

                               (continued)

Name of Joint Filer:                Black Knight InfoServ, LLC

Address of Joint Filer:             c/o Black Knight, Inc.
                                    601 Riverside Avenue
                                    Jacksonville, FL 32204

Relationship of Joint Filer to      10% Owner
Issuer:                             Director

Issuer Name and Ticker or Trading   Dun & Bradstreet
Symbol:                             Holdings, Inc. [DNB]

Date of Earliest Transaction        February 15, 2022
Required to be Reported:

Designated Filer:                   Black Knight, Inc.


Signature:

Black Knight InfoServ, LLC

By:     /s/ Colleen E. Haley
        --------------------------------
        Name: Colleen E. Haley
        Title:  Senior Vice President and Corporate Secretary

Dated:  February 17, 2022