SEC Form 4 · accession 0000899243-18-026830
Reis, Inc. · REIS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan Garfield
Officer — Executive Vice President · Director
Period of report
Oct 13, 2018
Accepted (ET)
Oct 16, 2018 · 7:23 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001038222
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Oct 13, 2018 | U | 36,093 | $23.00 | D | 0 | I | See footnote |
| Common Stock | Oct 13, 2018 | U | 825,264 | $23.00 | D | 52,755 | D | |
| Common StockF2,F3 | Oct 15, 2018 | D | 52,755 | $23.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to PurchaseF4 | $8.025 | Oct 15, 2018 | D | 100,000 | D | — | Jul 29, 2020 | Common Stock | 100,000 | 0 | D |
Explanation of responses
- F1The reported securities were held by the Jonathan Garfield Family Trust. The reporting person's wife is the trustee of the trust and certain relatives of the reporting person are beneficiaries of the trust. The reporting person disclaims beneficial ownership of these securities, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- F2On 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").
- F3This amount reflects shares of common stock relating to restricted stock units that were cancelled as described above.
- F4The 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.