~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section~~report ~~13 or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~September of25, ~~1934~~2009 (September 25, 2009)

~~Date~~BANKRATE, ~~of Report~~ INC. (~~Date~~Exact Name of ~~earliest~~Registrant ~~event~~as ~~reported):~~Specified ~~August~~in ~~25, 2009~~Charter)

(Exact name of registrant as specified in its charter)

Florida	0-25681	65-0423422
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)

11760 U.S. Highway One
North Palm Beach, Florida		33408
(Address of Principal Executive Offices)		(Zip Code)
(561) 630-2400
Registrant’s telephone number, including area code

Florida (State or other jurisdiction of Incorporation)	0-25681 (Commission File Number)		65-0423422 (IRS Employee Identification No.)
11760 U.S. Highway One Suite 200 North Palm Beach, Florida
		33408
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code: (561) 630-2400

n/a
(Former Name and Address,
If Changed Since Last Report)

~~Not~~Check ~~Applicable (Former~~the ~~name~~appropriate orbox ~~former~~below ~~address,~~ if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.~~02.~~01 ~~Unregistered~~Notice ~~Sale~~ of ~~Equity~~Delisting ~~Securities~~or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~The~~On ~~disclosure~~September ~~contained~~25, in2009, ~~Item~~BEN 5Merger Sub, Inc.01 ~~below~~(“BEN isMerger ~~incorporated~~Sub”) ~~herein~~and byBEN ~~reference~~Holdings, Inc. ~~The~~(“BEN ~~Top-Up~~Holdings”), ~~Option~~corporations ~~Shares~~owned ~~(as~~by ~~defined~~funds inadvised ~~Item~~by ~~5.01~~Apax ~~below)~~Partners ~~issued~~and toformed ~~Merger~~for ~~Sub~~the ~~pursuant~~purpose toof ~~the~~acquiring ~~Top-Up~~Bankrate, ~~Option~~Inc. (as“Bankrate”) ~~defined~~announced inthe ~~Item~~successful 5completion of the acquisition of Bankrate.01 ~~below)~~The ~~were~~transaction ~~issued~~was inconsummated ~~reliance~~through ~~upon~~a ancash ~~exemption~~tender ~~from~~offer ~~registration~~by ~~pursuant~~BEN toMerger ~~Section~~Sub ~~4(2)~~and ~~under~~BEN ~~the~~Holdings, ~~Securities~~followed ~~Act~~by a short-form merger of ~~1933,~~BEN asMerger ~~amended,~~Sub aswith and into Bankrate. As a ~~transaction~~result byof anthis ~~issuer~~acquisition, ~~not~~Bankrate ~~involving~~became a ~~public~~wholly-owned ~~offering~~subsidiary of BEN Holdings.

~~Item~~At 5the time of the merger, all outstanding shares of Bankrate’s common stock (the “Shares”) not validly tendered and accepted for payment in the tender offer were converted, subject to appraisal rights, and exceptions for Shares owned by BEN Holdings and BEN Merger Sub and Shares subject to Non-Tender and Support Agreements as set forth in the Merger Agreement, into the right to receive $28.~~01.~~50 ~~Change~~per share payable net to the holder in ~~Control~~cash, ofwithout interest and less any applicable holding taxes (the ~~Registrant~~same price paid in the tender offer). Remaining former shareholders of Bankrate will be mailed materials necessary to exchange their former Bankrate shares for such payment.

OnFollowing ~~July~~the 22merger, ~~2009,~~The ~~Bankrate,~~Nasdaq ~~Inc.~~Stock Market (“~~Bankrate~~NASDAQ”), awill ~~Florida~~file ~~corporation,~~with ~~Ben~~the ~~Holdings,~~Securities ~~Inc.,~~and aExchange ~~Delaware~~Commission ~~corporation~~ (the “~~Holdings~~SEC”), ~~and~~a ~~Ben~~Notification ~~Merger~~of ~~Sub,~~Removal ~~Inc.,~~from aListing ~~Florida~~and/or ~~corporation~~Registration ~~and~~under aSection ~~wholly~~12(b) ~~owned~~of ~~subsidiary~~the Securities Exchange Act of ~~Holdings~~1934, as amended (the “~~Merger~~Exchange ~~Sub~~Act”), ~~entered~~on ~~into~~Form an25 ~~Agreement~~in order to effect the delisting of the common stock from NASDAQ and ~~Plan~~the deregistration of ~~Merger~~the common stock under Section 12(b) the ~~“Merger~~Exchange ~~Agreement”)~~Act. ~~Capitalized~~Upon ~~terms~~the ~~used~~effectiveness ~~but~~of ~~not~~this ~~defined~~Form ~~herein~~25 ~~shall~~filing, ~~have~~Bankrate will file a Form 15 with the ~~meaning~~SEC ~~ascribed~~to suspend its duty to ~~them~~file inreports under Sections 13 and 15(d) of the ~~Merger~~Exchange ~~Agreement~~Act and to deregister its common stock under Section 12(g) of the Exchange Act.

~~Pursuant~~The toforegoing ~~the~~description ~~Merger~~of ~~Agreement, and upon~~ the ~~terms~~merger ~~and~~is ~~subject~~qualified toin ~~the~~its ~~conditions~~entirety ~~thereof,~~by ~~Merger~~reference ~~Sub~~to ~~commenced~~that acertain ~~tender~~Agreement ~~offer~~and ~~(the~~Plan ~~“Tender Offer”) to purchase all~~ of ~~Bankrate’s~~Merger, ~~outstanding~~dated ~~shares~~as of ~~common~~July ~~stock~~22, ~~par~~2009, ~~value~~by ~~$0.01~~and ~~per~~among ~~share~~BEN ~~(the~~Holdings, ~~“Shares”) for $28~~Inc.50, ~~per~~BEN ~~share~~Merger ~~payable net to the seller in cash~~Sub, ~~without~~Inc. ~~interest~~ and ~~less~~Bankrate, ~~any applicable withholding taxes (the “Offer Price”)~~Inc., ~~upon~~a ~~the~~copy ~~terms~~of ~~and~~which ~~subject~~was tofiled ~~the~~as ~~conditions~~Exhibit ~~set~~2.1 ~~forth~~of in the ~~Offer~~Current toReport ~~Purchase~~on ~~dated~~Form ~~July~~8-K/A ~~28,~~filed ~~2009~~with ~~and in~~ the ~~related~~SEC ~~Letter~~by ofBankrate ~~Transmittal~~on ~~(which,~~July ~~together with any amendments or supplements thereto~~23, ~~collectively constitute the “Offer”)~~2009.

The ~~Offer~~full ~~expired~~text atof ~~12:00 midnight, New York City time, on August 24, 2009. According to~~ the ~~depositary~~press ~~for~~release ~~the~~announcing ~~Offer, a total of approximately 5,397,131 Shares (including 635,671 Shares tendered by notice of guaranteed delivery) were validly tendered and not withdrawn as of~~ the ~~expiration~~completion ~~time, representing approximately 28%~~ of the ~~outstanding~~acquisition ~~Shares. Accordingly, Merger Sub has informed us that it has elected to take into account all Shares subject to the Non-Tender and Support Agreements entered into by certain directors and officers~~ of Bankrate, ~~for~~is ~~purposes~~attached ~~of the minimum condition,~~ as ~~permitted~~Exhibit ~~by Section 1~~99.1~~(a)(i)~~ ~~of the Merger Agreement~~ and ~~the~~is ~~terms~~incorporated ofby ~~the~~reference ~~Offer~~herein. Together with Shares subject to such Non-Tender and Support Agreements, the foregoing Shares represent approximately 52% of the outstanding Shares. Merger Sub has accepted for payment all Shares that were validly tendered and not withdrawn prior to expiration of the Offer .

Subsequent to the expiration of the Offer, on August 25, 2009, Merger Sub exercised the option (the “Top-Up Option”) to purchase Shares directly from the Company, in accordance with the terms of the Merger Agreement. Merger Sub purchased approximately 56 million newly issued Shares (the “Top-Up Option Shares”) at the Offer Price per Share, for a promissory note issued by Merger Sub to the Company in the amount of approximately $1,599 million. The Top-Up Option Shares, when combined with the number of Shares owned by Parent and Merger Sub immediately prior to the time of exercise of the Top-Up Option, constitute aggregate ownership of approximately 80% of the outstanding Shares, on a fully-diluted basis.

Exhibit No.	Description
99.1	Press release, issued September 25, 2009, relating to the transactions described above.

Pursuant to the Merger Agreement, Merger Sub will be merged with and into Bankrate (the “Merger”) with Bankrate surviving the merger as a wholly owned subsidiary of Holdings. At the effective time of the Merger, all remaining outstanding Shares not tendered in the Tender Offer (other than Shares owned by Parent, Merger Sub, Bankrate and its subsidiaries, and certain of Bankrate’s officers and directors as set forth in the Support Agreements), will be acquired for cash at the Offer Price and on the terms and conditions set forth in the Merger Agreement. Bankrate has been advised by Holdings that the Merger is expected to occur approximately 30 days following the date a formal notice of the Merger is first mailed to Bankrate shareholders.SIGNATURE

OnPursuant ~~August~~to ~~25,~~the ~~2009,~~requirements ~~Bankrate~~of ~~issued~~the aSecurities ~~press~~Exchange ~~release~~Act ~~announcing~~of 1934, the ~~results~~registrant ofhas ~~the~~duly ~~offer.~~caused ~~The~~this ~~press~~report ~~release~~to isbe ~~attached~~signed ~~hereto~~on asits ~~Exhibit~~behalf 99by the undersigned hereunto duly authorized.1.

~~Item~~Dated: ~~5.02.~~September ~~Departure~~25, ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~2009

~~On August 25~~BANKRATE, ~~2009, in accordance with the Merger Agreement and pursuant to Section 6~~INC.3 ofBy: ~~the~~/s/ ~~Amended~~Edward and Restated Articles of Incorporation of the Company and Article III, Section 2 of the Amended and Restated Bylaws of the Company, the Bankrate Board of Directors voted unanimously to increase the size of the Board of Directors to 12 directorsJ. ~~The~~DiMaria ~~Board~~Name: ofEdward Directors voted unanimously to fill the newly created directorships by appointing Harpreet Anand, Seth Brody, Philipp Gusinde, Sean Fernandes, Christian Stahl, and Mitch Truwit as directors, each of which are appointees of ApaxJ. ~~Information~~DiMaria ~~about~~Title: ~~the~~Senior ~~directors~~Vice ~~designated~~President ~~for~~Chief ~~appointment~~Financial by Merger Sub has been previously disclosed in the Information Statement contained in the Schedule 14D-9 which was filed by the Company with the Securities and Exchange Commission (the “SEC”) on July 28, 2009, as amended (the “Schedule 14D-9”) and is incorporated herein by reference.Officer

~~Merger~~EXHIBIT Sub has advised the Company that, to the best of its knowledge, none of the directors designated for appointment by Merger Sub is currently a director of, or holds any position with, the Company or any of its subsidiaries. Merger Sub has advised the Company that, to the best of its knowledge, none of its designees or any of his or her immediate family members (i) has a familial relationship with any directors, other nominees or executive officers of the Company or any of its subsidiaries, or (ii) has been involved in any transactions with the Company or any of its subsidiaries, in each case, that are required to be disclosed pursuant to the rules and regulations of the SEC, except as may be disclosed in the Schedule 14D-9.INDEX

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press release, issued September 25, 2009, relating to the transactions described above.

(d) Exhibits.

Exhibit	Description of Exhibit
99.1	Press Release issued by Bankrate dated August 25, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		BANKRATE, INC.
Date:	August 27, 2009	By: /s/ Edward J. DiMaria
		Edward J. DiMaria
		Senior Vice President
		Chief Financial Officer

Filing Compare · BANKRATE INC