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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option to Purchase (3) | $ 8.025 | 10/15/2018 | D | 125,000 | (3) | 07/29/2020 | Common Stock | 125,000 | (3) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Lynford Lloyd C/O REIS, INC. 1185 AVENUE OF THE AMERICAS, 30TH FLOOR NEW YORK, NY 10036 |
X | President & CEO |
/s/ Mark P. Cantaluppi, as Attorney-in-fact | 10/16/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On October 15, 2018, Moody's Corporation ("Moody's") acquired the issuer pursuant to the Agreement and Plan of Merger, dated August 29, 2018, by and among Moody's Analytics Maryland Corp. ("Purchaser"), Moody's and the issuer (the "Merger Agreement"). In accordance with the Merger Agreement, Purchaser, a wholly-owned subsidiary of Moody's, was merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Moody's. Under the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of the issuer's common stock (including the shares of common stock relating to restricted stock units, but excluding shares of common stock held by Moody's, the issuer and their respective subsidiaries) was cancelled and converted into the right to receive $23.00 in cash (the "Merger Consideration"). |
(2) | This amount reflects shares of common stock relating to restricted stock units that were cancelled as described above. |
(3) | The stock options granted in July 2010 vested ratably over three years, and thus were all vested prior to the Effective Time. The Merger Agreement provided that each stock option outstanding immediately prior to the Effective Time, whether or not then exercisable or vested, be cancelled and that each stock option with an exercise price that is less than the Merger Consideration be converted automatically into the right to receive promptly after the Effective Time an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the applicable per share exercise price of the stock option multiplied by (ii) the number of shares subject to the stock option immediately prior to the Effective Time, less applicable taxes required to be withheld with respect to such payment. |