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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MOODYS CORP /DE/ 7 WORLD TRADE CENTER 250 GREENWICH STREET NEW YORK, NY 10007 |
X | |||
| /s/ John J. Goggins, Executive Vice President and General Counsel on behalf of Moody's Corporation | 10/16/2018 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Pursuant to the terms of the Agreement and Plan of Merger, dated as of August 29, 2018, (the "Merger Agreement"), by and among Reis, Inc. ("Issuer"), Moody's Corporation ("Parent") and Moody's Analytics Maryland Corp. ("Merger Sub"), Merger Sub conducted a tender offer (the "Offer") for all of the issued and outstanding shares of common stock, par value $0.02 per share (the "Shares") of the Issuer at a price of $23.00 per Share, net to the holder in cash, without interest and less any applicable withholding taxes. The Offer period expired at 11:59 p.m., Eastern Time, on October 12, 2018 (the "Expiration Time"), at which time approximately 9,800,276 Shares were validly tendered and not validly withdrawn (excluding Shares with respect to which notices of guaranteed delivery were delivered). Immediately after the Expiration Time, such Shares were accepted for purchase and payment by Merger Sub in accordance with the terms of the Offer. |
| (2) | On October 15, 2018, Parent acquired the Issuer pursuant to the Merger Agreement. In accordance with the Merger Agreement, Merger Sub, a wholly-owned subsidiary of Parent, was merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. Under the Merger Agreement, at the effective time of the Merger, each remaining outstanding Share not accepted in the Offer, other than Shares held by Parent, the Issuer or any of their respective subsidiaries, was cancelled and converted into the right to receive $23.00 in cash. |
| (3) | Prior to the Merger, a wholly-owned subsidiary of Issuer held 2,557,456 Shares. |