SEC Form 4 · accession 0001214659-17-006529
Bankrate, Inc. · RATE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter C Morse
Director
Period of report
Nov 8, 2017
Accepted (ET)
Nov 8, 2017 · 4:30 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 | Nov 8, 2017 | D | 2,621,531 | — | D | 0 | D | |
| Common StockF2 | Nov 8, 2017 | D | 706,158 | — | D | 0 | I | 2016 GRAT |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Total amount of 2,621,531 shares of common stock, which shares were converted into the right to receive the Merger Consideration as described in footnote 2, accounts for the distribution to the reporting person of (i) 239,903 shares as an annuity payment from the 2015 grantor retained annuity trust ("GRAT") #1 on July 16, 2017, (ii) 325,023 shares as an annuity payment from the 2015 GRAT #2 on October 6, 2017 and (iii) 293,842 shares as an annuity payment from the 2016 GRAT on October 6, 2017.
- F2At the Effective Time, (i) each issued and outstanding share of common stock of the Company was cancelled and converted into the right to receive $14.00 in cash, without interest (the "Merger Consideration"), and (ii) each outstanding restricted stock award and restricted stock unit award became fully vested (in the case of awards that vested solely based on continued service) or became vested to the extent provided for in the applicable award agreement (in the case of awards that vested based on performance conditions for which the performance period was not complete, with performance determined in accordance with the Merger Agreement) and was cancelled and converted into the right to receive the Merger Consideration in respect of each vested share of common stock of the Company subject to such award, in each case subject to applicable withholding taxes.
Remarks
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of July 2, 2017 (the "Merger Agreement"), by and among Red Ventures Holdco, LP ("Red Ventures"), Baton Merger Corp. ("Merger Sub") and Bankrate, Inc. (the "Company"), a copy of which is filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on July 7, 2017, and by which the Company became a wholly owned subsidiary of Red Ventures (the "Merger") on November 8, 2017 (the "Effective Time").