0001214659-17-006539.txt : 20171108 0001214659-17-006539.hdr.sgml : 20171108 20171108165141 ACCESSION NUMBER: 0001214659-17-006539 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: Gilmartin James CENTRAL INDEX KEY: 0001631450 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35206 FILM NUMBER: 171187267 MAIL ADDRESS: STREET 1: 1675 BROADWAY STREET 2: 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER NAME: FORMER CONFORMED NAME: GILMARTIN JAMES R DATE OF NAME CHANGE: 20150122 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-40027.xml PRIMARY DOCUMENT X0306 4 2017-11-08 true 0001518222 Bankrate, Inc. RATE 0001631450 Gilmartin James C/O BANKRATE, INC. 1675 BROADWAY, 22ND FLOOR NEW YORK NY 10019 false true false false SVP, General Counsel Common Stock 2017-11-06 4 G false 1434 D 140084 D Common Stock 2017-11-08 4 D false 140084 D 0 D Common Stock 2017-11-08 4 A false 116199 A 116199 D Common Stock 2017-11-08 4 D false 116199 D 0 D Stock Option (Right to Buy) 2017-11-08 4 D false 75000 D Common Stock 75000 0 D Reported transaction was a gift to a charitable organization. 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. Represents performance-based restricted stock unit awards that became vested and were converted at the Effective Time into the right to receive the Merger Consideration, subject to applicable withholding taxes, as provided in the Merger Agreement and as described in footnote 2. 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 2017-11-08