SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
(Rule 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
VERISK ANALYTICS, INC.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
92345Y106
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
(Page 1 of 7 Pages)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 92345Y106 | 13G/A | Page 2 of 7 Pages |
| 1 | NAME OF REPORTING PERSONS
ISO Employee Stock Ownership Trust | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
7,680,973 | |||||
| 7 | SOLE DISPOSITIVE POWER
None | |||||
| 8 | SHARED DISPOSITIVE POWER
7,680,973 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,680,973 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.67%1 | |||||
| 12 | TYPE OF REPORTING PERSON
BK | |||||
| 1 | Based on 164,691,912 outstanding shares of Common Stock as of October 27, 2017 as reported in the Verisk Analytics, Inc. 10-Q filed on October 31, 2017. |
| CUSIP No. 92345Y106 | 13G/A | Page 3 of 7 Pages |
| 1 | NAME OF REPORTING PERSONS
GreatBanc Trust Company | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
7,680,973 | |||||
| 7 | SOLE DISPOSITIVE POWER
None | |||||
| 8 | SHARED DISPOSITIVE POWER
7,680,973 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,680,973 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.67% | |||||
| 12 | TYPE OF REPORTING PERSON
BK | |||||
| CUSIP No. 92345Y106 | 13G/A | Page 4 of 7 Pages |
| Item 1(a). | Name of Issuer: |
Verisk Analytics, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
545 Washington Boulevard
Jersey City, NJ 07310
| Item 2(a). | Name of Person Filing: |
ISO Employee Stock Ownership Trust
GreatBanc Trust Company
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
For ISO Employee Stock Ownership Trust
ISO Employee Stock Ownership Trust
c/o GreatBanc Trust Company
801 Warrenville Road
Suite 500
Lisle, Illinois 60532
For GreatBanc Trust Company:
GreatBanc Trust Company
801 Warrenville Road
Suite 500
Lisle, Illinois 60532
| Item 2(c). | Citizenship: |
ISO Employee Stock Ownership Trust – New Jersey
GreatBanc Trust Company – Illinois
| Item 2(d). | Title of Class of Securities: |
Class A Common Stock
| Item 2(e). | CUSIP No.: |
92345Y106
| CUSIP No. 92345Y106 | 13G/A | Page 5 of 7 Pages |
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2 (b) or (c), Check Whether the Person Filing is a: |
Not applicable.
| Item 4. | Ownership. |
ISO Employee Stock Ownership Trust:
| (a) | Amount Beneficially Owned: 7,680,973 |
| (b) | Percent of Class: 4.67% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or direct the vote: 7,680,973 |
| (iii) | Sole power to dispose or direct the disposition of: 0 |
| (iv) | Shared power to dispose or direct the disposition of: 7,680,973 |
GreatBanc Trust Company:
| (a) | Amount Beneficially Owned: 7,680,973 |
| (b) | Percent of Class: 4.67% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 7,680,973 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 7,680,973 |
There are 7,680,973 shares of Class A Common Stock owned by the ISO Employee Stock Ownership Trust (the “Trust”). GreatBanc Trust Company is the Trustee of the Trust. Under the terms of the Trust, the Trustee votes all of the shares allocated to the accounts of participants as directed by the participants to whose accounts such shares have been allocated. With respect to unallocated shares or allocated shares with respect to which no instructions have been received, if any, the Trustee votes such shares in the Trustee’s discretion. As of December 31, 2017, all 7,680,973 of the shares of Class A Common Stock held by the Trust had been allocated to the accounts of participants.
| CUSIP No. 92345Y106 | 13G/A | Page 6 of 7 Pages |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
Not applicable.
| CUSIP No. 92345Y106 | 13G/A | Page 7 of 7 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 2, 2018 | ISO Employee Stock Ownership Trust | |||||
| By: GreatBanc Trust Company, its trustee | ||||||
| /s/ Robert Owca | ||||||
| Robert Owca | ||||||
| Assistant Vice President | ||||||
| Dated: February 2, 2018 | GreatBanc Trust Company | |||||
| /s/ Robert Owca | ||||||
| Robert Owca | ||||||
| Assistant Vice President | ||||||
EXHIBIT A
The undersigned hereby agree that the Schedule 13G/A being filed with the Securities and Exchange Commission to report their beneficial ownership of more than 5% of the Class A Common Stock of Verisk Analytics, Inc., a Delaware corporation, shall be, and is, filed on behalf of each of the undersigned.
| Dated: February 2, 2018 | ISO Employee Stock Ownership Trust | |||||
| By: GreatBanc Trust Company, its trustee | ||||||
| /s/ Robert Owca | ||||||
| Robert Owca | ||||||
| Assistant Vice President | ||||||
| Dated: February 2, 2018 | GreatBanc Trust Company | |||||
| /s/ Robert Owca | ||||||
| Robert Owca | ||||||
| Assistant Vice President | ||||||