Sec Form 4 Filing - Crotty Brian @ IHS Markit Ltd. - 2021-12-28

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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
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1. Name and Address of Reporting Person
Crotty Brian
2. Issuer Name and Ticker or Trading Symbol
IHS Markit Ltd. [ INFO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, Resources
(Last) (First) (Middle)
4TH FLOOR, ROPEMAKER PLACE, 25 ROPEMAKER STREET
3. Date of Earliest Transaction (MM/DD/YY)
12/28/2021
(Street)
LONDON, X0EC2Y 9LY
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Shares 12/28/2021 A( 1 )( 2 ) 5,836 A $ 0 25,801 D
Common Shares 12/28/2021 A( 1 )( 3 ) 7,287 A $ 0 33,088 D
Common Shares 12/28/2021 A( 1 )( 4 ) 6,073 A $ 0 39,161 D
Common Shares 12/28/2021 A( 1 )( 5 ) 7,524 A $ 0 46,685 D
Common Shares 12/28/2021 F( 6 ) 11,918 D $ 133.31 34,767 D
Common Shares 12/28/2021 F( 7 ) 4,280 D $ 133.31 30,487 D
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 Pric e of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Crotty Brian
4TH FLOOR, ROPEMAKER PLACE
25 ROPEMAKER STREET
LONDON, X0EC2Y 9LY
EVP, Resources
Signatures
/s/ John Doulamis, Attorney-in-Fact on behalf of Reporting Person 12/30/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This award was accelerated and settled on December 28, 2021 based on approval of the Human Resources Committee of the Board of Directors (the "HRC") to mitigate adverse tax consequences to both the Company and the Reporting Person that could arise under Section 280G and 4999 of the Internal Revenue Code in connection with the merger transaction contemplated by the Agreement and Plan of Merger by and among the Company, S&P Global Inc. and Sapphire Subsidiary, Ltd. dated as of November 29, 2020 (as amended, the "Merger Agreement"). The HRC determined the level of deemed performance for the performance-based stock unit awards ("PSUs") taking into account the treatment of the PSUs contemplated under the Merger Agreement.
( 2 )This award represents three-year PSUs granted February 1, 2019, that have already completed their performance period but that would have otherwise vested ratably on February 28, 2022, 2023 and 2024.
( 3 )This award represents three-year PSUs granted February 1, 2020 with respect to the performance period ending November 30, 2022.
( 4 )This award represents three-year PSUs granted February 1, 2020 with respect to the performance period ending November 30, 2022 and subject to ratable time-vesting over the three-year period following the end of the performance period
( 5 )This award represents three-year PSUs granted February 1, 2021 with respect to the performance period ending November 30, 2023.
( 6 )Represents shares repurchased by the company for taxes upon vesting of PSUs.
( 7 )Represents shares repurchased by the company for taxes upon vesting of restricted stock units that were accelerated and settled on December 28, 2021 based on approval of the HRC.

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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