4//SEC Filing
SPECTRUM EQUITY INVESTORS IV LP 4
Accession 0001012975-10-000189
CIK 0001295172other
Filed
Jun 2, 8:00 PM ET
Accepted
Jun 3, 2:59 PM ET
Size
17.4 KB
Accession
0001012975-10-000189
Insider Transaction Report
Form 4
Transactions
- Disposition to Issuer
Common Stock, Par Value $0.01
2010-06-01−10,000→ 0 total - Disposition to Issuer
Common Stock, Par Value $0.01
2010-06-01−62,832→ 0 total(indirect: By SEI Parallel IV RM Ltd.) - Disposition to Issuer
Common Stock, Par Value $0.01
2010-06-01−126,750→ 0 total - Disposition to Issuer
Common Stock, Par Value $0.01
2010-06-01−10,643,750→ 0 total(indirect: By SEI IV RM Ltd.)
Transactions
- Disposition to Issuer
Common Stock, Par Value $0.01
2010-06-01−10,643,750→ 0 total(indirect: By SEI IV RM Ltd.) - Disposition to Issuer
Common Stock, Par Value $0.01
2010-06-01−62,832→ 0 total(indirect: By SEI Parallel IV RM Ltd.) - Disposition to Issuer
Common Stock, Par Value $0.01
2010-06-01−10,000→ 0 total - Disposition to Issuer
Common Stock, Par Value $0.01
2010-06-01−126,750→ 0 total
Mitchell Christopher
Director
Transactions
- Disposition to Issuer
Common Stock, Par Value $0.01
2010-06-01−10,000→ 0 total - Disposition to Issuer
Common Stock, Par Value $0.01
2010-06-01−62,832→ 0 total(indirect: By SEI Parallel IV RM Ltd.) - Disposition to Issuer
Common Stock, Par Value $0.01
2010-06-01−126,750→ 0 total - Disposition to Issuer
Common Stock, Par Value $0.01
2010-06-01−10,643,750→ 0 total(indirect: By SEI IV RM Ltd.)
SPECTRUM EQUITY INVESTORS IV LP
10% Owner
Transactions
- Disposition to Issuer
Common Stock, Par Value $0.01
2010-06-01−10,643,750→ 0 total(indirect: By SEI IV RM Ltd.) - Disposition to Issuer
Common Stock, Par Value $0.01
2010-06-01−62,832→ 0 total(indirect: By SEI Parallel IV RM Ltd.) - Disposition to Issuer
Common Stock, Par Value $0.01
2010-06-01−126,750→ 0 total - Disposition to Issuer
Common Stock, Par Value $0.01
2010-06-01−10,000→ 0 total
Footnotes (7)
- [F1]Pursuant to the terms of the Plan and Agreement of Merger, dated as of February 28, 2010, as amended, by and among MSCI Inc. ("MSCI"), Crossway Inc., and RiskMetrics Group, Inc. (the "Company"), at the effective time of the merger, each outstanding share of the Company's common stock was converted into the right to receive a combination of $16.35 in cash and 0.1802 shares of common stock of MSCI.
- [F2]Common Stock held of record by SEI IV RM Ltd. ("SEI IV RM"), a wholly owned subsidiary of Spectrum Equity Investors IV, L.P. ("SEI IV").
- [F3]Common Stock held of record by SEI Parallel IV RM Ltd. ("SEI Parallel IV RM"), a wholly owned subsidiary of Spectrum Equity Investors Parallel IV, L.P. ("SEI Parallel IV").
- [F4]Common Stock held of record by Spectrum IV Investment Managers' Fund, L.P. ("IMF IV").
- [F5]By virtue of their relationship as affiliated entities whose controlling entities have overlapping individual controlling persons, each of SEI IV, SEI IV RM, SEI Parallel IV, SEI Parallel IV RM and IMF IV may be deemed to share the power to direct the disposition and vote of the shares held of record by SEI IV RM, SEI Parallel IV RM and IMF IV. Each of SEI IV, SEI IV RM, SEI Parallel IV, SEI Parallel IV RM and IMF IV expressly disclaims beneficial ownership of all shares of common stock held of record by SEI IV RM, SEI Parallel IV RM and IMF IV except to the extent of its actual pecuniary interest therein.
- [F6]Because decisions by Spectrum Equity Associates IV, L.P. ("SEA IV"), the entity serving as the general partner of both SEI IV (the sole shareholder of SEI IV RM) and SEI Parallel IV (the sole shareholder of SEI Parallel IV RM) are generally made by the vote of six individual general partners, and decisions by the individual general partners of IMF IV are generally made by the vote of six general partners, no individual general partner of SEA IV or IMF IV has the power alone to direct the voting or disposition of the shares, and no such individual has the power to prevent the voting or disposition of such shares over his objection.
- [F7]Christopher T. Mitchell is a director of the Company and a limited partner of SEA IV. As a result, Mr. Mitchell may be deemed to share beneficial ownership of the shares of the Company's common stock held of record by SEI IV RM and SEI Parallel IV RM. Mr. Mitchell expressly disclaims beneficial ownership of such shares, except to the extent of his actual pecuniary interest therein.
Documents
Issuer
RiskMetrics Group Inc
CIK 0001295172
Entity typeother
Related Parties
1- filerCIK 0001117270
Filing Metadata
- Form type
- 4
- Filed
- Jun 2, 8:00 PM ET
- Accepted
- Jun 3, 2:59 PM ET
- Size
- 17.4 KB