SEC Form 4 · accession 0001214659-17-006539
Bankrate, Inc. · RATE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Gilmartin
Officer — SVP, General Counsel
Period of report
Nov 8, 2017
Accepted (ET)
Nov 8, 2017 · 4:51 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 | Nov 6, 2017 | G | 1,434 | — | D | 140,084 | D | |
| Common StockF2 | Nov 8, 2017 | D | 140,084 | — | D | 0 | D | |
| Common StockF3,F2 | Nov 8, 2017 | A | 116,199 | — | A | 116,199 | D | |
| Common StockF3,F2 | Nov 8, 2017 | D | 116,199 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F4 | — | Nov 8, 2017 | D | 75,000 | D | — | — | Common Stock | 75,000 | 0 | D |
Explanation of responses
- F1Reported transaction was a gift to a charitable organization.
- 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.
- F3Represents performance-based restricted stock unit awards that became vested and were converted at the Effective Time into the right to receive the Merger Consideration, subject to applicable withholding taxes, as provided in the Merger Agreement and as described in footnote 2.
- F4At the Effective Time, each outstanding option to acquire shares of common stock of the Company became fully vested (to the extent unvested) and was cancelled and converted into the right to receive the product of (1) the excess, if any, of the Merger Consideration over the applicable exercise price of such option, multiplied by (2) the total number of shares of common stock of the Company subject to such option. Any options that had an exercise price per share that was equal to or greater than the Merger Consideration were cancelled for no consideration.
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").