0001214659-17-006531.txt : 20171108
0001214659-17-006531.hdr.sgml : 20171108
20171108163018
ACCESSION NUMBER: 0001214659-17-006531
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20171108
FILED AS OF DATE: 20171108
DATE AS OF CHANGE: 20171108
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PINOLA RICHARD J
CENTRAL INDEX KEY: 0001099662
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35206
FILM NUMBER: 171186988
MAIL ADDRESS:
STREET 1: BANKRATE, INC.
STREET 2: 11760 US HIGHWAY 1 SUITE 200
CITY: NORTH PALM BEACH
STATE: FL
ZIP: 33408
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Bankrate, Inc.
CENTRAL INDEX KEY: 0001518222
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1675 BROADWAY
STREET 2: 22ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 917-368-8600
MAIL ADDRESS:
STREET 1: 1675 BROADWAY
STREET 2: 22ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
FORMER COMPANY:
FORMER CONFORMED NAME: Beach Inc.
DATE OF NAME CHANGE: 20110414
4
1
marketforms-40021.xml
PRIMARY DOCUMENT
X0306
4
2017-11-08
true
0001518222
Bankrate, Inc.
RATE
0001099662
PINOLA RICHARD J
C/O BANKRATE, INC.
1675 BROADWAY, 22ND FLOOR
NEW YORK
NY
10019
true
false
false
false
Common Stock
2017-11-08
4
D
false
99539
D
0
D
Common Stock
2017-11-08
4
D
false
9034
D
0
I
Shares held by spouse.
Stock Option (Right to Buy)
2017-11-08
4
D
false
30000
D
Common Stock
30000
0
D
At 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.
At 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.
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").
/s/ James R. Gilmartin, as attorney-in-fact
2017-11-08