SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Ben Holding S.a.r.l. (Last) (First) (Middle) 41 BOULEVARD PRINCE HENRI (Street) LUXEMBOURG N4 L-1724 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Bankrate, Inc. [ RATE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/12/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/12/2011		S		14,072,872	D	$16.8(1)	53,803,694(2)(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Ben Holding S.a.r.l. (Last) (First) (Middle) 41 BOULEVARD PRINCE HENRI (Street) LUXEMBOURG N4 L-1724 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Apax US VII, L.P. (Last) (First) (Middle) P.O. BOX 908GT GEORGE TOWN (Street) GRAND CAYMAN E9 KY1-9002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Apax Europe VII-1, L.P. (Last) (First) (Middle) THIRD FLOOR ROYAL BANK PLACE 1 GLATEGNY ESPLANADE (Street) ST. PETER PORT Y7 GY1 2HJ (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Apax Europe VII-A, L.P. (Last) (First) (Middle) THIRD FLOOR ROYAL BANK PLACE 1 GLATEGNY ESPLANADE (Street) ST. PETER PORT, Y7 GY1 2HJ (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Apax Europe VII-B, L.P. (Last) (First) (Middle) THIRD FLOOR ROYAL BANK PLACE 1 GLATEGNY ESPLANADE (Street) ST. PETER PORT Y7 GY1 2HJ (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Apax Europe VII GP Co. Ltd (Last) (First) (Middle) THIRD FLOOR ROYAL BANK PLACE 1 GLATEGNY ESPLANADE (Street) ST. PETER PORT, Y7 GY1 2HJ (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Apax Europe VII GP L.P. Inc. (Last) (First) (Middle) THIRD FLOOR ROYAL BANK PLACE 1 GLATEGNY ESPLANADE (Street) ST. PETER PORT Y7 GY1 2HJ (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* APAX PARTNERS EUROPE MANAGERS LTD (Last) (First) (Middle) 33 JERMYN STREET (Street) LONDON X0 SW1Y 6DN (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Apax Guernsey (Holdco) Ltd (Last) (First) (Middle) THIRD FLOOR ROYAL BANK PLACE 1 GLATEGNY ESPLANADE (Street) ST. PETER PORT, Y7 GY1 2HJ (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MEGRUE JOHN F (Last) (First) (Middle) 601 LEXINGTON AVE. 53RD FLOOR (Street) NEW YORK N4 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Represents public offering price of $17.50 net of the underwriters' discount of $0.70.

2. Ben Holding S.a r.l. is owned by Apax US VII, L.P. (holding 7%) and Apax WW Nominees Ltd. (holding 93% as a nominee for Apax Europe VII-A, L.P., Apax Europe VII-B, L.P. and Apax Europe VII-1, L.P.). Apax Europe VII GP L.P. Inc. is the general partner of each of Apax Europe VII-A, L.P., Apax Europe VII-B, L.P. and Apax Europe VII-1, L.P. Apax Europe VII GP Co. Limited is the general partner of Apax Europe VII GP L.P. Inc. Apax Partners Europe Managers Ltd has been appointed by Apax Europe VII GP L.P. Inc. as discretionary investment manager of the investments of Apax Europe VII-A, L.P., Apax Europe VII-B, L.P. and Apax Europe VII-1, L.P. Apax Europe VII GP Co. Limited is a wholly owned subsidiary of Apax Guernsey (Holdco) PCC Limited. (Continued in footnote 3)

3. Apax US VII GP, L.P. is the general partner of Apax US VII, L.P. Apax US VII GP, Ltd. is the general partner of Apax US VII GP, L.P. John F. Megrue owns 100% of the equity interests of Apax US VII GP, Ltd. The Reporting Persons disclaim beneficial ownership of the securities reported on this statement except to the extent of their respective pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, any of the Reporting Persons is the beneficial owner of all such shares of common stock covered by this statement.

Remarks:

Form 1 of 2

	/s/ Geoffrey Henry and Isabelle Probstel for BEN HOLDING S.A.R.L.	12/12/2011
	/s/ John Megrue for Apax U.S. VII GP, Ltd., general partner of Apax US VII GP, L.P., general partner of APAX US VII, L.P.	12/12/2011
	/s/ Steve Hare and Ian Jones for and on behalf of Apax Partners Europe Managers Limited as Manager of APAX EUROPE VII-1, L.P.	12/12/2011
	s/ Steve Hare and Ian Jones for and on behalf of Apax Partners Europe Managers Limited as Manager of APAX EUROPE VII-A, L.P.	12/12/2011
	/s/ Steve Hare and Ian Jones for and on behalf of Apax Partners Europe Managers Limited as Manager of APAX EUROPE VII-B, L.P.	12/12/2011
	/s/ Denise Fallaize for APAX EUROPE VII GP CO. LTD.	12/12/2011
	/s/ Denise Fallaize for APAX EUROPE VII GP L.P., INC.	12/12/2011
	/s/ Steve Hare and Ian Jones for APAX PARTNERS EUROPE MANAGERS LTD.	12/12/2011
	/s/ Denise Fallaize for APAX GUERNSEY (HOLDCO) PCC LTD	12/12/2011
	/s/ JOHN F. MEGRUE	12/12/2011
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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