Statement of Changes in Beneficial Ownership (4)
02 Mars 2022 - 11:20PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Gear Jonathan |
2. Issuer Name and Ticker or Trading Symbol
IHS Markit Ltd.
[
INFO
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, CFO |
(Last)
(First)
(Middle)
4TH FLOOR, ROPEMAKER PLACE, 25 ROPEMAKER STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/28/2022 |
(Street)
LONDON, X0 EC2Y 9LY
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares | 2/28/2022 | | D(1) | | 118622 (2) | D | $0 (3) | 0 | D | |
Common Shares | 2/28/2022 | | D(1) | | 40858 (4) | D | $0 (3) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Explanation of Responses: |
(1) | Disposed of as a result of the merger pursuant to the previously announced Agreement and Plan of Merger, dated as of November 29, 2020, as amended on January 20, 2021, by and among the issuer, S&P Global Inc. ("S&P Global") and Sapphire Subsidiary, Ltd. (the "Merger Agreement"). |
(2) | Excludes shares underlying equity awards. |
(3) | Each common share was converted pursuant to the Merger Agreement into the right to receive 0.2838 (the "Exchange Ratio") fully paid and nonassessable shares of common stock, par value $1.00 per share, of S&P Global ("S&P Global Common Stock"), with cash payable in lieu of any fractional shares. Each equity award was converted pursuant to the Merger Agreement into an equivalent award in respect of S&P Global Common Stock based on the Exchange Ratio, with the same terms and conditions as those that applied immediately prior to the consummation of the merger, except that outstanding performance-based restricted stock units were converted based on target performance and all performance-vesting conditions lapsed with respect thereto. |
(4) | Represents shares underlying equity awards (including shares underlying performance-based restricted stock units based on target performance). |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Gear Jonathan 4TH FLOOR, ROPEMAKER PLACE 25 ROPEMAKER STREET LONDON, X0 EC2Y 9LY |
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| EVP, CFO |
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Signatures
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/s/ John Doulamis, Attorney-in-Fact on behalf of Reporting Person | | 3/2/2022 |
**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 control number. |
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