0000899243-18-024161.txt : 20180910
0000899243-18-024161.hdr.sgml : 20180910
20180910200343
ACCESSION NUMBER: 0000899243-18-024161
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180829
FILED AS OF DATE: 20180910
DATE AS OF CHANGE: 20180910
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Moody's Analytics Maryland Corp.
CENTRAL INDEX KEY: 0001752448
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12917
FILM NUMBER: 181063727
BUSINESS ADDRESS:
STREET 1: C/O MOODY'S CORPORATION
STREET 2: 7 WORLD TRADE CENTER AT 250 GREENWICH ST
CITY: NEW YORK
STATE: NY
ZIP: 10007
BUSINESS PHONE: 212-553-0300
MAIL ADDRESS:
STREET 1: C/O MOODY'S CORPORATION
STREET 2: 7 WORLD TRADE CENTER AT 250 GREENWICH ST
CITY: NEW YORK
STATE: NY
ZIP: 10007
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MOODYS CORP /DE/
CENTRAL INDEX KEY: 0001059556
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-CONSUMER CREDIT REPORTING, COLLECTION AGENCIES [7320]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12917
FILM NUMBER: 181063728
BUSINESS ADDRESS:
STREET 1: 7 WORLD TRADE CENTER
STREET 2: AT 250 GREENWICH STREET
CITY: NEW YORK
STATE: NY
ZIP: 10007
BUSINESS PHONE: 2125530300
MAIL ADDRESS:
STREET 1: 7 WORLD TRADE CENTER
STREET 2: AT 250 GREENWICH STREET
CITY: NEW YORK
STATE: NY
ZIP: 10007
FORMER NAME:
FORMER CONFORMED NAME: DUN & BRADSTREET CORP /DE/
DATE OF NAME CHANGE: 19980728
FORMER NAME:
FORMER CONFORMED NAME: NEW DUN & BRADSTREET CORP
DATE OF NAME CHANGE: 19980728
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Reis, Inc.
CENTRAL INDEX KEY: 0001038222
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 133926898
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1185 AVENUE OF THE AMERICAS
STREET 2: FLOOR 30
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: 2129211122
MAIL ADDRESS:
STREET 1: 1185 AVENUE OF THE AMERICAS
STREET 2: FLOOR 30
CITY: NEW YORK
STATE: NY
ZIP: 10036
FORMER COMPANY:
FORMER CONFORMED NAME: WELLSFORD REAL PROPERTIES INC
DATE OF NAME CHANGE: 19970423
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2018-08-29
0
0001038222
Reis, Inc.
REIS
0001059556
MOODYS CORP /DE/
7 WORLD TRADE CENTER
250 GREENWICH STREET
NEW YORK
10007
0
0
1
0
0001752448
Moody's Analytics Maryland Corp.
7 WORLD TRADE CENTER
250 GREENWICH STREET
NEW YORK
10007
0
0
1
0
Common stock
0
I
See Footnotes
The Reporting Persons do not beneficially own any equity securities of Reis, Inc. (the "Issuer"). The Reporting Persons are filing this Form 3 solely due to the entry into two Tender and Support Agreements dated as of August 29, 2018 (the "Tender Agreements"), by and among the Reporting Persons and each of (a) Jonathan Garfield, Jonathan T. Garfield 2016 Qualified Annuity Trust and Jonathan Garfield Family Trust in the case of the one Tender and Support Agreement, and (b) Lloyd Lynford, Lloyd N. Lynford 2016 Qualified Annuity Trust and Lloyd N. Lynford 2017 Qualified Annuity Trust in the case of the other Tender and Support Agreement (each of the persons referenced in (a) and (b) above, a "Stockholder"),
(Continued from Footnote 1) representing an aggregate of 2,310,769 shares of the Issuer's common stock (which includes 225,000 shares issuable upon the exercise of vested stock options) beneficially owned by the Stockholders, which represent approximately 19.6% of Issuer's total outstanding shares based on 11,810,699 shares outstanding as of August 24, 2018 (which (i) includes 241,000 shares reserved for issuance upon the exercise of outstanding vested stock options and (ii) excludes 2,557,456 shares held by wholly-owned subsidiaries of the Issuer).
The Tender Agreements were entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 29, 2018, by and among the Reporting Persons and the Issuer. For additional information regarding the Tender Agreements and the Merger Agreement, see Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 10, 2018.
The Reporting Persons exercise voting power in limited situations over such shares of the Issuer's common stock through the grant of an irrevocable proxy by each of the Stockholders pursuant to the Tender Agreements. The Reporting Persons have no pecuniary interest in any of such shares of the Issuer's common stock.
/s/ John J. Goggins, Executive Vice President and General Counsel, on behalf of Moody's Corporation
2018-09-10
/s/ Elizabeth M. McCarroll, Corporate Secretary, on behalf of Moody's Analytics Maryland Corp.
2018-09-10