SC 13D

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
________________________
IHS MARKIT LTD.
(Name of Issuer)
Common Shares, $0.01 par value per share	G47567105
(Title of class of securities)	(CUSIP number)
Patrice Walch-Watson Canada Pension Plan Investment Board One Queen Street East, Suite 2500 Toronto, ON M5C 2W5 Canada Tel: (416) 868-1171
(Name, address and telephone number of person authorized to receive notices and communications)
November 26, 2018
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)

CUSIP No. G47567105 SCHEDULE 13D Page 2 of 10 Pages

1	NAMES OF REPORTING PERSON Canada Pension Plan Investment Board
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 21,330,220
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 21,330,220
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,330,220
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

(1) Calculated based on the 419,384,699 shares of common stock of the issuer outstanding as of August 31, 2018 (including the 25,219,470 shares held by the Markit Group Holdings Limited Employee Benefit Trust), as reported in the issuer’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2018, filed on September 25, 2018.

CUSIP No. G47567105 SCHEDULE 13D Page 3 of 10 Pages

Item 1. Security and Issuer

This Schedule 13D is being filed with respect to common shares, par value $0.01 per share (the “Common Shares”), of IHS Markit Ltd., a Bermuda company (the “Issuer”). The address of the principal executive offices of the Issuer is 4th Floor, Ropemaker Place, 25 Ropemaker Street, London, England EC2Y 9LY.

Item 2. Identity and Background

(a) This Schedule 13D is filed by Canada Pension Plan Investment Board (the “Reporting Person”).

All disclosures herein with respect to the Reporting Person are made only by the Reporting Person.

(b) The principal business address of the Reporting Person is One Queen Street East, Suite 2500, Toronto, ON M5C 2W5.

(c) The principal business of the Reporting Person is investing the assets of the Canada Pension Plan.

(d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Not applicable.

In accordance with the provisions of General Instruction C to Schedule 13D, with respect to the Reporting Person, information concerning the name, business address, principal occupation and citizenship of its general partners, executive officers and board of directors and each person controlling the Reporting Person (collectively, the “Covered Persons”), required by Item 2 of Schedule 13D, is provided on Schedule I and is incorporated by reference herein. To the Reporting Person’s knowledge, none of the Covered Persons listed on Schedule I has been, during the last five years, (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

The Reporting Person purchased 10,420,000 Common Shares for an aggregate purchase price of $250,080,000 in the initial public offering of the Issuer on June 18, 2014. Such purchase price was funded by the Reporting Person’s working capital.

On December 10, 2015, the Reporting Person purchased 5,253,940 Common Shares from JPMC Strategic Investments II Corporation (“JPMCII”) for an aggregate purchase price of $149,999,987 pursuant to a Securities Purchase Agreement (the “Securities Purchase Agreement”), dated December 10, 2015 by and between the Reporting Person and JPMCII. Such purchase price was funded by the Reporting Person’s working capital. The foregoing description of the Securities Purchase Agreement is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which is attached as Exhibit 99.1 of this Schedule 13D and which exhibit is incorporated by reference in its entirety in this Item 3.

The Reporting Person has also from time to time purchased additional Common Shares in the open market using its own working capital. Additional information on acquisitions of Common Shares effected by the Reporting Person during the past sixty (60) days is provided in Item 5(c) below and is incorporated herein by reference.

CUSIP No. G47567105 SCHEDULE 13D Page 4 of 10 Pages

Item 4. Purpose of Transaction

The Reporting Person acquired Common Shares for investment purposes as part of its ordinary business and investing activities.

The Reporting Person is party to a Director Nomination Agreement, dated as of June 18, 2014, with the Issuer (the “Director Nomination Agreement”). Pursuant to the Director Nomination Agreement, for so long as the Reporting Person (together with its Affiliates) owns 100% of the Common Shares acquired by the Reporting Person in the Issuer’s initial public offering, the Reporting Person has the right to nominate for appointment or as a candidate for election to the Board one non-executive director nominee (the “CPPIB Director Nominee”). The Issuer has agreed, pursuant to the Director Nomination Agreement, following mutual agreement of the CPPIB Director Nominee, to use its reasonable best efforts to put forward such CPPIB Director Nominee for election at the next applicable annual general meeting or take such other steps as are required to have such CPPIB Director Nominee elected or appointed to the Board. If, at any time, the Reporting Person (together with its Affiliates) cease to own 100% of the Common Shares acquired by the Reporting Person in the initial public offering, the CPPIB Director Nominee shall offer to resign from the Board. The foregoing descriptions of the Director Nomination Agreement are qualified in their entirety by reference to the full text of the Director Nomination Agreement, which is attached as Exhibit 99.2 of this Schedule 13D and which exhibit is incorporated by reference in its entirety in this Item 4.

The Reporting Person may participate in and influence the affairs of the Issuer through its rights under the Director Nomination Agreement.

In addition, the Reporting Person intends to monitor and evaluate its investment on an ongoing basis and expect regularly to review and consider alternative ways of maximizing its return on such investment. Subject to market conditions, valuations, regulatory approvals and any other approvals, the Reporting Person may acquire additional Common Shares or dispose of Common Shares in open market transactions, privately negotiated transactions, or otherwise.

In exploring ways to maximize the return on its investment, and as part of its ongoing investment activities, the Reporting Person may engage in discussions with representatives of the Issuer and/or with other holders of the Issuer’s securities and, from time to time, suggest or take a position regarding, or participate in, a variety of matters relating to the Issuer, which may include, among other things, the Issuer’s operations, management, corporate governance, capital structure or its control, strategic alternatives and direction. To facilitate its consideration of such matters, the Reporting Person may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Person may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Person will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action, before forming any intention to pursue any particular plan or direction.

The Reporting Person may, at any time, and from time to time, (i) review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subparagraphs (a) – (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a)-(b) See items 7 to 11 and 13 on page 2 of this Schedule 13D.

(c) None of the Reporting Person, nor, to its knowledge, any of the Covered Persons, has effected any transaction in Common Shares during the past sixty (60) days, except as set forth in the table below. The transactions listed in the table below consist of acquisitions of Common Shares by the Reporting Person on the open market.

CUSIP No. G47567105 SCHEDULE 13D Page 5 of 10 Pages

Date	Amount of Shares Acquired by Reporting Person	Purchase Price Per Share (information indicated with an * below reflects the weighted average purchase price per share)	Range of Purchase Price Per Share (where “Purchase Price Per Share” is presented on a weighted average basis as indicated with an * in the column to the immediate left)
11/27/18	215,529	$50.83*	$50.81 to $50.91
11/26/18	239,000	$50.64*	$50.61 to $50.86
11/14/18	400,000	$50.40
10/29/18	123,117	$51.37*	$51.30 to $51.59
10/26/18	270,000	$50.54*	$50.53 to $50.55
10/25/18	330,000	$50.81
10/24/18	335,000	$50.51*	$50.48 to $50.97
10/12/18	5,965	$51.46
10/11/18	282,416	$50.87*	$50.87 to $51.05
10/10/18	359,900	$51.98
10/09/18	168,170	$53.10
10/08/18	116,689	$52.96*	$52.91 to $53.00

With respect to the transactions indicated with an * in the third column of the table above, the Reporting Person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of Shares purchased at each separate price.

(d) No person (other than the Reporting Person) is known to the Reporting Person or, to the Reporting Person’s knowledge, the Covered Persons, to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, any Common Shares covered by this Schedule 13D.

(e) Not applicable.

CUSIP No. G47567105 SCHEDULE 13D Page 6 of 10 Pages

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Reporting Person is party to the Securities Purchase Agreement and the Director Nomination Agreement. See the second paragraph of Item 3 and the second paragraph of Item 4, which are incorporated into this Item 6 by reference.

The Issuer and the Reporting Person, among others, entered into a Registration Rights Agreement dated as of June 24, 2014 (the “Registration Rights Agreement”), which provides for, among other things, certain registration rights of the Reporting Person to require the Issuer to cause certain Common Shares to be registered under the Securities Act of 1933, as amended, in accordance with the terms and conditions of the Registration Rights Agreement, and certain transfer restrictions on certain Common Shares held by the Reporting Person. Pursuant to a Letter Agreement between the Issuer and the Reporting Person dated December 10, 2015 (the “Letter Agreement”), the parties clarify that the Common Shares purchased pursuant to the Securities Purchase Agreement shall be subject to certain transfer restrictions under the Registration Rights Agreement. The foregoing descriptions of the Registration Rights Agreement and the Letter Agreement are qualified in their entirety by reference to the full text of the Registration Rights Agreement, which is attached as Exhibit 99.3 of this Schedule 13D and which exhibit is incorporated by reference in its entirety in this Item 6, and of the Letter Agreement, which is attached as Exhibit 99.4 of this Schedule 13D and which exhibit is incorporated by reference in its entirety in this Item 6.

Item 7. Material to be Filed as Exhibits.

Exhibit. No.	Description
99.1	Securities Purchase Agreement, dated December 10, 2015, by and among Canada Pension Plan Investment Board and JPMC Strategic Investments II Corporation.
99.2	Director Nomination Agreement by and between Markit Ltd. and Canada Pension Plan Investment Board., dated as of June 18, 2014 (a form of which is attached as Exhibit 10.43 to Amendment No.2 to the Issuer’s Form F-1 (File No. 333-195687) filed with the Securities and Exchange Commission on June 3, 2014 and incorporated herein by reference).
99.3	Registration Rights Agreement by and between Markit Ltd. and the shareholders party thereto, including Canada Pension Plan Investment Board, dated as of June 24, 2014 (a form of which is attached as Exhibit 10.44 to Amendment No.2 to the Issuer’s Form F-1 (File No. 333-195687) filed with the Securities and Exchange Commission on June 3, 2014 and incorporated herein by reference).
99.4	Letter Agreement, dated December 10, 2015 among Markit Ltd. and Canada Pension Plan Investment Board.

CUSIP No. G47567105 SCHEDULE 13D Page 7 of 10 Pages

SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: December 5, 2018

CANADA PENSION PLAN INVESTMENT BOARD
By:	/s/ Patrice Walch-Watson
	Name: Patrice Walch-Watson
	Title Senior Managing Director, General Counsel & Corporate Secretary

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SCHEDULE I

Directors of CPPIB

Heather Munroe-Blum

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Corporate Director

Citizenship: Canada

Sylvia Chrominska

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Corporate Director

Citizenship: Canada

Ashleigh Everett

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Corporate Executive, Royal Canadian Securities Limited

Citizenship: Canada

Tahira Hassan

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Corporate Director

Citizenship: Canada, Pakistan

John Montalbano

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Corporate Director

Citizenship: Canada

Chuck Magro

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Corporate Executive, Nutrien Ltd

Citizenship: Canada

Mary Phibbs

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Corporate Director

Citizenship: Great Britain, Australia

Karen Sheriff

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Corporate Director

Citizenship: Canada, United States

Jackson Tai

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Corporate Director

Citizenship: United States

CUSIP No. G47567105 SCHEDULE 13D Page 9 of 10 Pages

Kathleen Taylor

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Corporate Director

Citizenship: Canada

Jo Mark Zurel

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Corporate Director

Citizenship: Canada

Executive Officers of CPPIB

Mark Machin

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: President & Chief Executive Officer

Citizenship: Great Britain

Neil Beaumont

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Chief Financial and Risk Officer

Citizenship: Canada

Alain Carrier

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Head of International, Head of Europe

Citizenship: Canada and Great Britain

Edwin D. Cass

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Global Head of Real Assets

Citizenship: Canada

Shane Feeney

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Global Head of Private Equity

Citizenship: Canada

John Graham

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Global Head of Credit Investments

Citizenship: Canada and Great Britain

Suyi Kim

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Head of Asia Pacific, CPPIB

Citizenship: South Korea

Michel Leduc

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Global Head of Public Affairs and Communications

Citizenship: Canada

Deborah Orida

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Global Head of Active Equities

Citizenship: Canada

CUSIP No. G47567105 SCHEDULE 13D Page 10 of 10 Pages

Geoffrey Rubin

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Chief Investment Strategist

Citizenship: United States

Kelly Shen

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Chief Technology and Data Officer

Citizenship: United States

Mary Sullivan

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Chief Talent Officer

Citizenship: Canada

Patrice Walch-Watson

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director, General Counsel & Corporate Secretary

Citizenship: Canada

Poul Winslow

c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5

Principal Occupation: Senior Managing Director & Global Head of Capital Markets and Factor Investing

Citizenship: Denmark

EX-99.1

Exhibit 99.1

Execution Version

SECURITIES PURCHASE AGREEMENT

by and among

CANADA PENSION PLAN INVESTMENT BOARD

and

JPMC STRATEGIC INVESTMENTS II CORPORATION

Dated as of December 10, 2015

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 10, 2015, by and among between Canada Pension Plan Investment Board (the “Buyer”) and JPMC Strategic Investments II Corporation (the “Seller”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article I.

WHEREAS, the Buyer and the Seller currently hold common shares (the “Common Shares”, par value $0.01 per share, of Markit Ltd., a Bermuda exempted company (the “Company”);

WHEREAS, the Buyer and the Seller are party to a Registration Rights Agreement, dated as of June 24, 2014, among the Company and the shareholders party thereto (the “Registration Rights Agreement”);

WHEREAS, subject to the terms and conditions of this Agreement, the Buyer has agreed to purchase from the Seller, and the Seller has agreed to sell to the Buyer, Common Shares as set forth herein; and

WHEREAS, the Buyer and the Seller desire to set forth certain agreements herein.

NOW THEREFORE, in consideration of the premises and the representations, warranties and agreements herein contained and intending to be legally bound hereby, the parties hereby agree as follows:

ARTICLE I

Definitions

Section 1.01. Definitions.

As used in this Agreement, the following terms shall have the meanings set forth below:

“Action” means a judgement, suit, litigation, arbitration, claim, action, compliant, injunction, order, dispute, inquiry, investigation, arbitration or proceeding.

“Affiliate” of a Person has the meaning set forth in Rule 12b-2 under the Exchange Act. Notwithstanding anything to the contrary set forth in this Agreement, no limited partner or similar participant of Buyer shall be deemed an Affiliate of the Buyer.

“Agreement” means this Agreement, as amended, modified or supplemented from time to time, in accordance with the terms hereof, together with any exhibits, schedules or other attachments hereto.

“Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York City, Toronto and London are open for the general transaction of business. For purposes of notice, notice will allow notice until 11:59 p.m. on a particular day, and two (2) Business Days’ notice will in no event be less than 48 hours.

“Closing” has the meaning set forth in Section 2.02(a).

“Code” means the Internal Revenue Code of 1986, as amended.

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“Company” has the meaning set forth in the preamble hereto.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Governing Documents” means the legal document(s) by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the Governing Documents of a Delaware corporation are its certificate of incorporation and by-laws, the Governing Documents of a limited partnership are its limited partnership agreement and certificate of limited partnership and the Governing Documents of a limited liability company are its operating agreement and certificate of formation.

“Governmental Entity” means any U.S. or foreign (a) federal, state, local, municipal or other government, (b) governmental or quasi-governmental entity of any nature (including, without limitation, any governmental agency, branch, department, official or entity and any court or other tribunal) or (c) body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, including, without limitation, any arbitral tribunal.

“Information” has the meaning set forth in Section 3.01(f).

“Law” means any applicable federal, state, local or foreign law, statute, ordinance, rule, guideline, regulation, order, writ, decree, agency requirement, license or permit of any Governmental Entity.

“Liability” means any debt, liability or obligation, whether known or unknown, asserted or unasserted, accrued, absolute, contingent or otherwise, whether due or to become due.

“Per Share Purchase Price” has means $28.55.

“Purchase Price” means $149,999,987.

“Person” or “person” means an individual, corporation, limited liability company, association, partnership, group (as such term is used in Section 13(d)(3) of the Exchange Act), trust, joint venture, business trust or unincorporated organization, or a government or any agency or political subdivision thereof.

“SEC” means the U.S. Securities and Exchange Commission, including the staff thereof.

“Securities” has the meaning set forth in Section 2.01.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Subsequent Sale” has the meaning set forth in Section 4.03.

“Tax” means (a) any federal, state, local, municipal or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, real property gains, registration, value added, excise, natural resources, severance, stamp, occupation, windfall profits, environmental (under Section 59A of the Code), customs, duties, real property, personal property, capital stock, social security (or

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similar), unemployment, disability, payroll, license, employee or other withholding, or other taxes, duties, levies, fees and assessments of any kind whatsoever, without limitation, and any interest, penalties or additions to tax in respect of, or in connection with, the foregoing (whether disputed or not), and (b) any liability in respect of amounts described in clause (a) hereof by reason of contract, assumption, transferee liability, operation of law, Treasury Regulation Section 1.1502-6 (or any similar provision of law) or otherwise.

Section 1.02. General Interpretive Principles.

Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders. The name assigned this Agreement and the section captions used herein are for convenience of reference only and shall not be construed to affect the meaning, construction or effect hereof. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Unless otherwise specified, the terms “hereto,” “hereof,” “herein” and similar terms refer to this Agreement as a whole (including the exhibits, schedules and disclosure statements hereto), and references herein to Articles or Sections refer to Articles or Sections of this Agreement.

ARTICLE II

Sale and Purchase of Common Shares

Section 2.01. Sale and Purchase of the Common Shares.

Subject to all of the terms and conditions of this Agreement, and in reliance upon the representations and warranties hereinafter set forth, the Seller will sell to the Buyer free and clear of all liens, and the Buyer will purchase from the Seller, 5,253,940 Common Shares for the Purchase Price (the “Stock Purchase”). The Common Shares to be sold by the Seller to the Buyer pursuant to this Agreement are collectively referred to as the “Securities”. The parties agree that the Stock Purchase is intended to constitute a “Permitted Transfer” in accordance with the Registration Rights Agreement.

If the Seller shall sell any other Common Shares at a price per share below the Per Share Purchase Price during a period beginning the date hereof and extending 90 days following the date hereof (a “Subsequent Sale”), the Seller shall on the same Business Day of any such transaction pay by immediately available funds, by wire transfer to such account as the Buyer shall specify, a refund of the Purchase Price in order that the Per Share Purchase Price shall thereafter equal the price per share in such Subsequent Sale (a “Purchase Price Refund”). Such as-adjusted Per Share Purchase Price shall thereafter be deemed the Per Share Purchase Price.

Section 2.02. Closing.

(a) The purchase and sale of the Securities hereunder (the “Closing”) shall take place substantially concurrently with the full execution of this Agreement by the Seller and the Buyer.

(b) At the Closing: (i) the Seller will deliver to the Buyer, the Securities, in book entry form; (ii) the Buyer, in full payment for the Securities, will deliver or

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cause to be delivered to Seller immediately available funds, by wire transfer to the account specified by Seller on Schedule 1, the Purchase Price and (iii) each party shall take or cause to happen such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article VI.

ARTICLE III

Representations and Warranties

Section 3.01. Representations and Warranties of the Seller.

The Seller represents and warrants to the Buyer as of the date hereof as follows:

(a) Authority. The Seller has been duly formed and is validly existing under the laws of its jurisdiction of formation. The Seller has all requisite power and authority to execute and deliver this Agreement to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, all of which have been duly authorized by all necessary action on the part of the Seller and no other proceeding on the part of the Seller is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. The Seller has duly executed and delivered this Agreement. This Agreement constitutes a valid, legal and binding agreement of the Seller (assuming that this Agreement has been duly and validly authorized, executed and delivered by the other parties thereto), enforceable against the Seller in accordance with its respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally.

(b) Consents and Approvals; No Violations. No notice to, filing with, or authorization, consent or approval of any Governmental Entity is necessary for the execution, delivery or performance of this Agreement by the Seller or the consummation by the Seller of the transactions contemplated hereby and thereby. Neither the execution, delivery and performance of this Agreement by the Seller nor the consummation by the Seller of the transactions contemplated hereby will (1) conflict with or result in any breach of any provision of the Seller’s Governing Documents, (2) conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default or event of default (however described) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of it under, any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it may be bound or to which any of its properties may be subject, or (3) result in any violation of any existing applicable law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over it or any of its properties, including without limitation, any laws restricting or prohibiting insider trading or dealing in securities.

(c) Title. The Seller has good legal and beneficial title to the Securities to be sold hereunder and power to sell such Securities with full title guarantee pursuant to this Agreement and upon delivery of the Securities, title to the Securities, free and clear of all liens, encumbrances, equities and claims (other than those set forth in the Registration Rights Agreement), will pass to the Buyer and there are no restrictions on subsequent transfers (other than those set forth in the Registration Rights Agreement).

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(d) No Other Agreements; No Actions. No person other than the Buyer has any written or oral agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from the Seller of any of the Securities. There is no action, proceeding or investigation pending or, to the knowledge of the Seller, threatened, against or affecting any of the Seller, which questions the validity of the purchase and sale of the Securities or any action taken or to be taken by any of the Seller pursuant to this Agreement.

(e) Stabilization. The Seller has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities, provided however, that an Affiliate of the Seller may have taken such actions in the ordinary course of its business as an underwriter or market maker of Common Shares.

(f) Absence of Information. Neither either the Buyer nor any of its affiliates, principals, stockholders, partners, employees and agents (i) has been requested to or has provided the Seller with any information or advice with respect to the Securities nor is such information or advice necessary or desired, or (ii) has made or makes any representation as to the Company.

(g) Material Nonpublic Information. The Seller acknowledges and understands that (i) the Buyer may possess material nonpublic information regarding the Company not known to the Seller that may impact the value of the Securities, including, without limitation, (x) information received by principals and employees of the Buyer in their capacities as directors, significant stockholders and/or affiliates of the Company, (y) information otherwise received from the Company on a confidential basis, and (z) information received on a privileged basis from the attorneys and financial advisers representing the Company and its Board of Director (collectively, the “Information”), and that the Buyer is not disclosing the Information to the Seller. The Seller understands, based on its experience, the disadvantage to which the Seller may be subject due to the disparity of information between the Buyer and the Seller. Notwithstanding such disparity, the Seller has deemed it appropriate to enter into this Agreement and to consummate the transaction contemplated hereby. The Seller agrees that none of the Buyer, its affiliates, principals, stockholders, partners, employees and agents shall have any liability to the Seller, its affiliates, principals, stockholders, partners, employees, agents, grantors or beneficiaries, whatsoever due to or in connection with the Buyer’s use or non-disclosure of the Information or otherwise as a result of the transaction contemplated hereby, and the Seller irrevocably waives any claim that it might have based on the failure of the Buyer to disclose the Information.

(h) No Registration. No registration of the Securities is required under the Securities Act in connection with sale, transfer and delivery of the Securities to the Buyer.

(i) Stock Power. The Seller has delivered a duly executed stock power authorizing the transfer of the Securities.

Section 3.02. Representations and Warranties of the Buyer.

The Buyer represents and warrants to the Seller as of the date hereof as follows:

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(a) Private Placement.

(i) The Buyer understands and agrees that the Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act, that such Securities have not been and will not be registered under the Securities Act and that such Securities may be offered, resold, pledged or otherwise transferred only (A) in a transaction not involving a public offering, (B) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), (C) pursuant to an effective registration statement under the Securities Act or (D) to the Company or one of its Subsidiaries, in each of cases (A) through (D) in accordance with the Registration Rights Agreement and any applicable state and federal securities laws, and that it will notify any subsequent purchaser of Securities from it of the resale restrictions referred to above, as applicable.

(ii) The Buyer (A) is able to fend for itself in the transactions contemplated by this Agreement; (B) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Securities and (C) has the ability to bear the economic risks of its prospective investment, and can afford the complete loss of such investment.

(iii) The Buyer understands and agrees that the Securities are subject to restrictions on transfer in accordance with Section 2.04(b) of the Registration Rights Agreement and that Seller makes no representation or warranty to Buyer with respect to the restrictions on transfer set forth in the Registration Rights Agreement and the Seller shall have no liability to Buyer with respect to such restrictions on transfer.

ARTICLE IV

Covenants of the Seller

The Seller covenants and agrees as follows:

Section 4.01. Transfer Taxes; Commissions.

The Seller shall be responsible for any Liability with respect to any transfer, stamp or similar non-income Taxes that may be payable in connection with the execution, delivery and performance of this Agreement including, without limitation, any such Taxes with respect to the sale of the Securities. The Seller shall be responsible for and will indemnify and hold harmless the Buyer from and against all claims, damages and expenses suffered or incurred by the Buyer in respect of any commission or other remuneration payable or alleged to be payable to any broker, agent or other intermediary who purports to act or have acted for or on behalf of any of the Sellers.

Section 4.02. Stabilization.

The Seller will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities, provided however, that an Affiliate of the Seller may take such actions in the ordinary course of its business as an underwriter or market maker of Common Shares.

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Section 4.03. Notification and Payment in Respect of Subsequent Sales.

The Seller will notify the Buyer in accordance with Section 7.01 promptly upon the commencement of any Subsequent Sale and will pay to the Buyer at the time of such Subsequent Sale the Purchase Price Refund.

Section 4.04. Purchase Price Refund

The Seller will maintain adequate funds, or will cause any of its Affiliates to pay, for any Purchase Price Refund arising hereunder or any obligations arising under Section 4.01. The Seller is a wholly-owned subsidiary of JPMorgan Chase & Co.

ARTICLE V

Additional Agreements of the Parties

Section 5.01. Taking of Necessary Action.

Subject to the conditions set forth in Article VI hereof, each of the parties hereto agrees to use all reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things reasonably necessary, proper or advisable under this Agreement, the Registration Rights Agreement and applicable laws and regulations to consummate and make effective the transactions contemplated hereby. Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as another party may reasonably request to consummate or implement the transactions contemplated hereby or to evidence such events or matters.

ARTICLE VI

Conditions

Section 6.01. Conditions of the Buyer.

The obligations of the Buyer to complete the Stock Purchase are subject to satisfaction or waiver of each of the following conditions precedent:

(a) Representations and Warranties. The representations and warranties of the Seller contained in Section 3.01 shall be true and correct on and as of the date hereof.

(b) Covenants. The Seller shall have performed in all material respects all of its covenants and obligations in this Agreement that are to be performed at or prior to the Closing.

Section 6.02. Conditions of the Seller.

The obligation of the Seller to complete the Stock Purchase is subject to satisfaction or waiver of each of the following conditions precedent:

(a) Representations and Warranties. The representations and warranties of the Buyer contained in this Agreement shall be true and correct on and as of the date hereof.

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ARTICLE VII

Miscellaneous

Section 7.01. Notices.

All notices, requests, demands, consents and other communications given or required to be given under this Agreement and under the related documents shall be in writing and delivered to the applicable party at the address indicated below:

If to the Seller:

JPMC Strategic Investments II Corporation

270 Park Avenue, Floor 10

Mail Code: NY1-K281

New York, NY 10017-2014

Attention: Ana Capella

Fax: 212-270-2604

Email: Ana.Capella@jpmorgan.com

with a copy (which shall not constitute notice) to:

Neila Radin

270 Park Avenue, Floor 38

Mail Code: NY1-K722

New York, NY 10017-2014

Fax: 646-861-6361

Email: neila.radin@jpmorgan.com

If to the Buyer:

Canada Pension Plan Investment Board

One Queen St. East

Suite 2500

Toronto, Ontario M5C 2W5

Canada

Attention: Scott Lawrence

Fax: 416-868-8690

with a copy to the address above to the attention of:

Attention: Patrice Walch-Watson

Fax: 416-868-4760

with a copy (which shall not constitute notice) to:

Freshfields Bruckhaus Deringer LLP

65 Fleet Street

London EC4Y 1HS

Great Britain

Attention: Simone Bono

Email: simone.bono@freshfields.com

Telephone: +44-20-7108-7269

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or, as to each party at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section 7.01. Any notices shall be in writing, including facsimile communication with electronic confirmation, and may be delivered in person or sent by overnight delivery service. Notice shall be effective upon sending the facsimile (with electronic confirmation), upon delivery in person or after one Business Day with respect to overnight delivery service.

Section 7.02. Entire Agreement; Amendment.

This Agreement contains the entire understanding of and all agreements between the parties hereto with respect to the subject matter hereof and supersedes any prior or contemporaneous agreement or understanding, oral or written, pertaining to any such matters which agreements or understandings shall be of no force or effect for any purpose; provided, however, that the terms of any confidentiality agreement between the parties hereto (or their Affiliates) previously entered into, to the extent not inconsistent with any provisions of this Agreement, shall continue to apply; and provided, further that, subject to applicable federal securities laws, the Buyer and their Affiliates shall be permitted to continue to use confidential information (subject to the confidentiality requirements of the confidentiality agreement) in connection with any proposed investment in the Company. This Agreement may not be amended or supplemented in any manner except by mutual agreement of the parties and as set forth in a writing signed by the parties hereto or their respective successors in interest. The waiver of any beach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach under this Agreement. No such waiver shall be effective unless in writing.

Section 7.03. Assignment; Third Party Beneficiaries.

Neither this Agreement, nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties; provided, however, that (a) the Buyer may assign its rights, interests and obligations under this Agreement to an Affiliate of such Buyer and (b) in the event of such assignment, the assignee shall agree in writing to be bound by the provisions of this Agreement. This Agreement shall not confer any rights or remedies upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.

Section 7.04. Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute any original, but all of which together shall constitute one and the same document.

Section 7.05. Governing Law.

This Agreement shall be governed by and construed in accordance with the Laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of New York.

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Section 7.06. Jurisdiction and Venue.

The parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any state or federal court in The City of New York, Borough of Manhattan, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 7.01 shall be deemed effective service of process on such party.

Section 7.08. Expenses.

Except as expressly provided herein, each party shall bear its own costs and expenses (including attorneys’ fees) incurred in connection with this Agreement and the transactions contemplated hereby.

Section 7.09. Remedies; Waiver.

To the extent permitted by Law, all rights and remedies existing under this Agreement are cumulative to, and are exclusive of, any rights or remedies otherwise available under applicable Law. No failure on the part of any party to exercise, or delay in exercising, any right hereunder shall be deemed a waiver thereof, nor shall any single or partial exercise preclude any further or other exercise of such or any other right.

Section 7.10. Waiver of Jury Trial.

THE PARTIES HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES HEREBY FURTHER AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

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Section 7.11. Severability.

If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect; provided that the economic and legal substance of any of the transactions contemplated hereby is not affected in any manner materially adverse to any party. In the event of any such determination, the parties agree to negotiate in good faith to modify this Agreement to fulfill as closely as possible the original intent and purpose hereof. To the extent permitted by law, the parties hereby to the same extent waive any provision of Law that renders any provision hereof prohibited or unenforceable in any respect.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto or by their respective duly authorized officers, all as of the date first above written.

JPMC STRATEGIC INVESTMENTS II CORPORATION

By:	/s/ Cristina Kim
Name:	Cristina Kim
Title:	President

[Securities Purchase Agreement Signature Page]

CANADA PENSION PLAN INVESTMENT BOARD

By:	/s/ R. Scott Lawrence
Name:	R. Scott Lawrence
Title:	Managing Director, Head of Relationship Investments
By:	/s/ Eric Wetlaufer
Name:	Eric Wetlaufer
Title:	Senior Managing Director, Global Head of Public Market Investments

[Securities Purchase Agreement Signature Page]

Schedule 1

[Wire Instructions]

EX-99.4

Exhibit 99.4

Letter Agreement

December 10, 2015

Canada Pension Plan Investment Board

One Queen Street East, Suite 2500

Toronto, ON M5C 2W5 Canada

Ladies and Gentlemen:

Reference is made to the Registration Rights Agreement, dated June 24, 2014, by and among Markit Ltd., a Bermuda exempted company (the “Company”), and the Shareholders party thereto, including Canada Pension Plan Investment Board (“CPPIB”), as amended by Amendment No. 1 thereto dated as of June 10, 2015 (as so amended, the “Agreement”). Capitalized terms used herein shall have the meaning set forth in the Agreement except as otherwise defined herein.

CPPIB has notified the Company that it has agreed to purchase from JPMC Strategic Investments II Corporation 5,253,940 common shares, par value $0.01 per share, of the Company (the “Purchased Shares”). The parties hereto agree that solely for purposes of Article 2 of the Agreement, and notwithstanding the last sentence of the definition of “Initial Ownership” in Section 1.01 of the Agreement, the Purchased Shares shall be deemed to be Initial Ownership Common Shares of CPPIB. Except as provided in this paragraph, the Agreement shall remain in full force and effect.

This letter agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the conflicts of laws rules of such state.

* * * * *

Very truly yours,
MARKIT LTD.
By:	/s/ Jeff Gooch
	Name:    Jeff Gooch Title:      Chief Financial Officer

Confirmed and accepted:

CANADA PENSION PLAN INVESTMENT BOARD

By:	/s/ R. Scott Lawrence
	Name:    R. Scott Lawrence Title:      Managing Director, Head of Relationship Investments

By:	/s/ Eric Wetlaufer
	Name:    Eric Wetlaufer Title:      Senior Managing Director, Global Head of Public Market Investments