SEC Form 4 · accession 0000899243-17-025606
Bankrate, Inc. · RATE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Apax US VII, L.P.
10% Owner
Apax Europe VII-1, L.P.
10% Owner
Apax Guernsey (Holdco) PCC Ltd
10% Owner
Apax US VII GP, Ltd.
10% Owner
Ben Holding S.a.r.l.
10% Owner
Apax Europe VII-B, L.P.
10% Owner
Apax Europe VII GP Co. Ltd
10% Owner
Apax Europe VII GP L.P. Inc.
10% Owner
Apax Europe VII-A, L.P.
10% Owner
Apax US VII GP, L.P.
10% Owner
Period of report
Nov 8, 2017
Accepted (ET)
Nov 8, 2017 · 4:55 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001518222
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Nov 8, 2017 | D | 37,703,694 | $14.00 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents all of the shares of the common stock, par value $0.01 per share, of Bankrate, Inc. (the "Company") beneficially owned by Ben Holding S.a.r.l. immediately prior to the effective time of the merger (the "Merger") contemplated by the Agreement and Plan of Merger dated as of July 2, 2017, among the Company, Red Ventures Holdco, LP, and Baton Merger Corp. Upon completion of the Merger on November 8, 2017, each such share of common stock was automatically cancelled and converted into the right to receive $14.00 in cash, without interest.
- F2Ben Holding S.a r.l. is owned by Apax US VII, L.P. (holding 7%) and Apax WW Nominees Ltd. (holding 93% as a nominee for Apax Europe VII-A, L.P., Apax Europe VII-B, L.P. and Apax Europe VII-1, L.P.). Apax Europe VII GP L.P. Inc. is the general partner of each of Apax Europe VII-A, L.P., Apax Europe VII-B, L.P. and Apax Europe VII-1, L.P. Apax Europe VII GP Co. Ltd. is the general partner of Apax Europe VII GP L.P. Inc. Apax Europe VII GP Co. Ltd. is a wholly owned subsidiary of Apax Guernsey (Holdco) PCC Limited. (Continued in footnote 3)
- F3Apax US VII GP, L.P. is the general partner of Apax US VII GP, L.P. Apax US VII GP, Ltd. is the general partner of Apax US VII GP, L.P. John F. Megrue owns 100% of the equity interests of Apax US VII GP, Ltd. The Reporting Persons disclaim beneficial ownership of the securities reported on this statement except to the extent of their respective pecuniary interests therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, any of the Reporting Persons is the beneficial owner of all such shares of common stock covered by this statement.