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^*

Crotty Brian

(Last)

(First)

(Middle)

4TH FLOOR, ROPEMAKER PLACE

25 ROPEMAKER STREET

(Street)

LONDON

EC2Y 9LY

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

Remarks:

	/s/ John Doulamis, Attorney-in-Fact on behalf of Reporting Person	12/30/2021
	** 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).
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