Sec Form 4 Filing - Black Knight, Inc. @ Dun & Bradstreet Holdings, Inc. - 2022-02-15

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
Black Knight, Inc.
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)
(Last) (First) (Middle)
601 RIVERSIDE AVENUE,
3. Date of Earliest Transaction (MM/DD/YY)
02/15/2022
(Street)
JACKSONVILLE, FL32204
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 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 (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
Black Knight, Inc.
601 RIVERSIDE AVENUE
JACKSONVILLE, FL32204
X X
Black Knight Financial Services, Inc.
C/O BLACK KNIGHT, INC. 601 RIVERSIDE AVE
JACKSONVILLE, FL32204
X X
Black Knight Financial Services, LLC
C/O BLACK KNIGHT, INC.
601 RIVERSIDE AVENUE
JACKSONVILLE, FL32204
X X
Black Knight InfoServ, LLC
C/O BLACK KNIGHT, INC. 601 RIVERSIDE AVE
JACKSONVILLE, FL32204
X X
Signatures
See Exhibit 99.1 for Signatures 02/17/2022
Signature of Reporting Person Date
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.

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).

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