4//SEC Filing
Garfield Jonathan 4
Accession 0000899243-18-026830
CIK 0001038222other
Filed
Oct 15, 8:00 PM ET
Accepted
Oct 16, 7:23 PM ET
Size
12.7 KB
Accession
0000899243-18-026830
Insider Transaction Report
Form 4
Reis, Inc.REIS
Garfield Jonathan
DirectorExecutive Vice President
Transactions
- Disposition from Tender
Common Stock
2018-10-13$23.00/sh−36,093$830,139→ 0 total(indirect: See footnote) - Disposition to Issuer
Option to Purchase
2018-10-15−100,000→ 0 totalExercise: $8.03Exp: 2020-07-29→ Common Stock (100,000 underlying) - Disposition from Tender
Common Stock
2018-10-13$23.00/sh−825,264$18,981,072→ 52,755 total - Disposition to Issuer
Common Stock
2018-10-15$23.00/sh−52,755$1,213,365→ 0 total
Footnotes (4)
- [F1]The 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.
- [F2]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").
- [F3]This amount reflects shares of common stock relating to restricted stock units that were cancelled as described above.
- [F4]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.
Documents
Issuer
Reis, Inc.
CIK 0001038222
Entity typeother
Related Parties
1- filerCIK 0001400896
Filing Metadata
- Form type
- 4
- Filed
- Oct 15, 8:00 PM ET
- Accepted
- Oct 16, 7:23 PM ET
- Size
- 12.7 KB