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| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
| ( 1 )On July 12, 2016, IHS Inc. ("IHS"), Markit Ltd. ("Markit") and Marvel Merger Sub, Inc. completed the merger (the "Merger") contemplated by the Agreement and Plan of Merger among such parties dated as of March 20, 2016 (the "Merger Agreement").|
( 2 )Represents IHS Markit shares received pursuant to the Merger Agreement, the terms of which provided that (a) each share of IHS common stock issued and outstanding immediately prior to the consummation of the Merger was converted into 3.5566 shares of IHS Markit common shares with cash paid in lieu of fractional shares; and (b) each IHS Restricted Stock Unit ("RSU") and Deferred Stock Unit ("DSU") was converted into 3.5566 IHS Markit RSUs or DSUs rounded up to the nearest whole share with the same terms and conditions as were in effect prior to Merger completion.
As a foreign private issuer, IHS Markit securities are currently exempt from Section 16 pursuant to Rule 3a12-3(b) of the Exchange Act. As such, this is an informational and voluntary report which shall not be deemed an admission that, as of the date hereof, the filing person is required to report changes in beneficial ownership of IHS Markit securities registered under Section 12 of the Exchange Act.
|* 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).|