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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KERN RENE M C/O GENERAL ATLANTIC SERV CORP 3 PICKWICK PLAZA GREENWICH, CT 06830 |
X |
/s/ Rene M. Kern | 06/03/2010 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | 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. |
(2) | Represents 11,316,972 shares owned by General Atlantic Partners 78, L.P. ("GAP LP"), 617,174 shares owned by GAP Coinvestments III, LLC ("GAPCO III") and 166,132 shares owned by GAP Coinvestments IV, LLC ("GAPCO IV"). General Atlantic LLC ("GA LLC") is the general partner of GAP LP. The Managing Members of GAPCO III and GAPCO IV are Managing Directors of GA LLC. The Reporting Person is a Managing Director of GA LLC and a Managing Member of GAPCO III and GAPCO IV. The Reporting Person disclaims beneficial ownership of such shares except to the extent of pecuniary interest therein. The Reporting Person may be deemed to be a member of a "group" for purposes of the Securities Act of 1934, and disclaims beneficial ownership of securities deemed to be owned by the group that are not directly owned by the Reporting Person. |
(3) | This report shall not be deemed an admission that the Reporting Person is a member of a group or the beneficial owner of any securities not directly owned by the Reporting Person. |