3//SEC Filing
Moody's Analytics Maryland Corp. 3
Accession 0000899243-18-024161
CIK 0001038222other
Filed
Sep 9, 8:00 PM ET
Accepted
Sep 10, 8:03 PM ET
Size
8.9 KB
Accession
0000899243-18-024161
Insider Transaction Report
Form 3
Reis, Inc.REIS
MOODYS CORP /DE/
10% Owner
Holdings
- 0(indirect: See Footnotes)
Common stock
Moody's Analytics Maryland Corp.
10% Owner
Holdings
- 0(indirect: See Footnotes)
Common stock
Footnotes (4)
- [F1]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"),
- [F2](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).
- [F3]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.
- [F4]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.
Documents
Issuer
Reis, Inc.
CIK 0001038222
Entity typeother
IncorporatedMD
Related Parties
1- filerCIK 0001752448
Filing Metadata
- Form type
- 3
- Filed
- Sep 9, 8:00 PM ET
- Accepted
- Sep 10, 8:03 PM ET
- Size
- 8.9 KB