-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ABPsDyvuYKX/8tWL+PrnY4Au1lJh0XnZ3IJfZz8gof4jCg6g7Ap6xF6C6+f1yHwD avaFlXernbai2GJKMlWfWw== 0000950138-07-000958.txt : 20071121 0000950138-07-000958.hdr.sgml : 20071121 20071121151825 ACCESSION NUMBER: 0000950138-07-000958 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071121 DATE AS OF CHANGE: 20071121 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Reis, Inc. CENTRAL INDEX KEY: 0001038222 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 133926898 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51221 FILM NUMBER: 071263216 BUSINESS ADDRESS: STREET 1: 530 FIFTH AVENUE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2129211122 MAIL ADDRESS: STREET 1: 530 FIFTH AVENUE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: WELLSFORD REAL PROPERTIES INC DATE OF NAME CHANGE: 19970423 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Garfield Jonathan CENTRAL INDEX KEY: 0001400896 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: (212) 921-1122 MAIL ADDRESS: STREET 1: C/O REIS SERVICES LLC STREET 2: 530 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10036 SC 13D/A 1 nov21_13da-garfield.htm REIS, INC.\2007\NOV 21 13DA-GARFIELD\

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 1)*

Reis, Inc.

(f/k/a Wellsford Real Properties, Inc.)

(Name of Issuer)

Common Stock, par value $.02 per share

(Title of Class of Securities)

75936P 105  

(CUSIP Number)

Jonathan Garfield

c/o Reis Services, LLC

530 Fifth Avenue

New York, NY 10036

(212) 921-1122

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 12, 2007

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. o

Note. Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP No. 75936P 105

13D

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1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

Jonathan Garfield

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

o

 

 

(b)

o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

 

 

o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY
EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

496,388 shares of Common Stock

8

SHARED VOTING POWER

240,000

9

SOLE DISPOSITIVE POWER

397,510 shares of Common Stock

10

SHARED DISPOSITIVE POWER

240,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

736,388 shares of Common Stock

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.7%

14

TYPE OF REPORTING PERSON

IN

 

CUSIP No. 75936P 105

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This statement constitutes Amendment No. 1 (“Amendment No. 1”) to the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) by Jonathan Garfield (the “Reporting Person”) in connection with the ownership of Common Stock, par value $0.02 per share (the “Common Stock”), of Reis, Inc.( formerly Wellsford Real Properties, Inc.), a Maryland corporation (the “Company”), with its principal executive offices at 530 Fifth Avenue, New York, NY 10036.

In accordance with Exchange Act Rule 13d-2, this Amendment No. 1 amends and supplements only information that has materially changed since the June 8, 2007 filing by the Reporting Person of the Schedule 13D (the “Schedule 13D”). To the best knowledge of the Reporting Person, there has been no material change in the information set forth in response to Items 1, 2 and 3 of the Schedule 13D. Accordingly, those Items are omitted from this Amendment No. 1. Unless otherwise stated, the information set forth in the Schedule 13D remains accurate in all material respects. Unless otherwise defined herein, capitalized terms herein shall have the meanings set forth in the Schedule 13D.

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

On November 12, 2007, for estate planning purposes, the Reporting Person transferred by gift 240,000 shares of Common Stock (the “Gifted Shares”) to the Jonathan Garfield 2007 Grantor Retained Annuity Trust (the “GRAT”), an irrevocable trust whose trustee is Celia J. Hartmann, the wife of the Reporting Person. The GRAT has a three year term whereby at the end of each one year period during the term, the Reporting Person will receive from the GRAT a distribution of cash and/or shares of Common Stock equal to approximately one-third of the value of the Gifted Shares on the date they were transferred to the GRAT. At the end of the three year term, the remaining corpus of the GRAT, if any, will be distributed to trusts whose beneficiaries will be the children of the Reporting Person. During the term of the GRAT, Ms. Celia J. Hartmann, the trustee, retains sole voting power and sole dispositive power with respect to any shares of Common Stock held by the GRAT.

Pursuant to the terms of the Lock-Up Agreement between the Reporting Person, Lloyd Lynford and the Company, dated May 30, 2007 (the “Lock-Up Agreement”), the GRAT entered into a Joinder Agreement with the Company, dated November 12, 2007 (the “Joinder Agreement”), binding the GRAT to the terms of the Lock-Up Agreement. The Lock-Up Agreement prohibits, among other things, sales of shares of Common Stock without the consent of the Company during a nine month period beginning on May 30, 2007.

A copy of the Lock-Up Agreement was filed as Exhibit 2 to the Reporting Person’s Schedule 13D filed on June 8, 2007, and a copy of the Joinder Agreement is filed as Exhibit 1 to this Amendment No. 1 to Schedule 13D. The descriptions of the Lock-Up Agreement and the Joinder Agreement set forth in this Schedule 13D are qualified in their entirety by reference to the full text of the respective transaction documents.

CUSIP No. 75936P 105

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No consideration was paid by or to the Reporting Person for the transfer of the Gifted Shares to the GRAT or for the GRAT becoming a party to the Lock-Up Agreement.

Except as set forth on this Schedule 13D, the Reporting Person has no current plans or proposals with respect to any of the items described in (a) through (j) of Item 4 of Schedule 13D. The Reporting Person has not formulated any plans or proposals which relate to or would result in any matter required to be disclosed in response to paragraphs (a) through (j) of Item 4 of Schedule 13(d). However, the Reporting Person reserves the right to adopt such plans or proposals in the future.

Item 5.

Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is amended and restated in its entirety as follows:

(a)       Based on the 10,984,517 shares of Common Stock of the Company outstanding as of November 12, 2007 (as set forth in the Company’s Quarterly Report on Form 10-Q filed on November 14, 2007), the Reporting Person is the beneficial owner of 736,388 shares of Common Stock (the “Reported Shares”), representing 6.7% of the issued and outstanding Common Stock of the Company. The Reported Shares include the 240,000 shares of Common Stock held by the GRAT by virtue of the fact that the Reporting Person is the primary beneficiary and the trustee is the Reporting Person’s wife, Ms. Celia J. Hartmann.

(b)       The Reporting Person has the sole power to vote or direct the vote of 496,388 Reported Shares and the sole power to dispose or direct the disposition of 397,510 Reported Shares (see section (d) below). The Reporting Person may be deemed to share with his wife, trustee for the GRAT, voting and dispotive power with respect to the 240,000 Reported Shares held by the GRAT.

(c)       Except as described herein, the Reporting Person has not effected any transactions in the Reported Shares during the past sixty days.

(d)       Of the 736,388 Reported Shares beneficially owned by the Reporting Person as a result of the merger consummated on May 30, 2007 (the “Merger”) between the Company and Reis, Inc., a Delaware corporation (“Old Reis”), 98,878 Reported Shares are currently being held in escrow and are subject to forfeiture during the two-year period following the Merger to satisfy any claims in the event of Old Reis' breach of its representations, warranties and covenants in the Merger Agreement. With respect to the 397,510 Reported Shares not held in escrow and not held by the GRAT, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Reported Shares. With respect to the 240,000 Reported Shares held by the GRAT, the GRAT has the right to receive dividends from, or the proceeds from the sale of, such Reported Shares.

 

(e)

Not applicable.

CUSIP No. 75936P 105

13D

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Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:

The matters set forth in Item 4 above are incorporated in this Item 6 by reference as if fully set forth herein.

Item 7.

Material to be Filed as Exhibits

 

 

1.

Joinder Agreement, dated November 12, 2007, by and among the Jonathan Garfield 2007 Grantor Retained Annuity Trust, the Lloyd Lynford 2007 Grantor Retained Annuity Trust and Reis, Inc.

CUSIP No. 75936P 105

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Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and accurate.

 

/s/ Jonathan Garfield

 

Jonathan Garfield

 

 

Dated: November 21, 2007

 

 

 

 

EX-1 2 ex_1.htm EX_1-JOINDER AGREEMENT

JOINDER AGREEMENT

This JOINDER AGREEMENT (this “Agreement’) dated as of November 12, 2007, is made and delivered by Celia J. Hartmann, trustee of the Jonathan Garfield 2007 Grantor Retained Annuity Trust (the “Garfield Grat”) and Leslye A. Lynford, trustee of the Lloyd Lynford 2007 Grantor Retained Annuity Trust (the “Lynford Grat”). Capitalized terms used herein without definition are used as defined in the Lock-Up Agreement (as defined below).

R E C I T A L S:

WHEREAS, reference is hereby made to that certain Lock-Up Agreement (the “Lock-Up Agreement”), dated as of May 30, 2007, by and among Reis, Inc., a Maryland corporation (the “Company”), Mr. Jonathan Garfield, an officer, director, and stockholder of the Company (“Garfield”), and Mr. Lloyd Lynford, an officer, director, and stockholder of the Company (“Lynford”); and

WHEREAS, pursuant to Section 2.3 of the Lock-Up Agreement, during the Lock-Up Period, Garfield and Lynford may transfer shares of Parent Common Stock by gift, will or intestacy to a family member, affiliate or trust, but only to the extent the transferee agrees to be bound in writing by the terms of the Lock-Up Agreement prior to such transfer; and

WHEREAS, Garfield intends to transfer 240,000 shares of Parent Common Stock to the Garfield GRAT and Lynford intends to transfer 300,000 shares of Parent Common Stock to the Lynford GRAT.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, and subject to the terms and conditions hereof the Company, the Garfield GRAT and the Lynford GRAT hereby agree that:

1.      By executing and delivering this Agreement, each of the undersigned hereby becomes a party to the Lock-Up Agreement as a Stockholder thereunder, with the same force and effect as if originally named as a Stockholder, and hereby agrees to be bound as a Stockholder for the purposes of the Lock-Up Agreement. All references to the term “Stockholder” in the Lock-Up Agreement or in any document or instrument executed and delivered or furnished, or to be executed and delivered or furnished, in connection therewith shall be deemed to be a reference to, and shall include, each of the Garfield GRAT and the Lynford GRAT.

2.         Each of the undersigned hereby represents and warrants that each of the representations and warranties contained in Section 1 of the Lock-Up Agreement applicable to it is true and correct on and as the date hereof as if made on and as of such date.

3.         The information set forth in Annex 1 hereto is hereby added to the information set forth in Schedule A to the Lock-Up Agreement. By acknowledging and agreeing to this Agreement, the undersigned hereby agree that this Agreement may be attached to the Lock-Up Agreement.

4.         This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflicts of law principles that would require application of another law.

5.         This Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned.

6.         This Agreement may not be amended except by an instrument in writing signed by the parties hereto.

1

7.         This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[Signature pages follow]

 

2

IN WITNESS WHEREOF, the undersigned have caused this Joinder Agreement to be duly executed and delivered on this 12th day of November, 2007.

/s/ Celia J. Hartmann

 

Celia J. Hartmann, Trustee of the Jonathan Garfield 2007 Grantor Retained Annuity Trust

 

 

 

Address:

c/o Jonathan Garfield

 

 

 

/s/ Leslye A. Lynford

 

Leslye A. Lynford, Trustee of the Lloyd Lynford 2007 Grantor Retained Annuity Trust

 

 

 

Address:

c/o Lloyd Lynford

 

 

 

Acknowledged and consented to by:

REIS, INC.

 

 

 

 

 

 

 

 

 

By:

/s/ Mark P. Cantaluppi

 

 

Name:

Mark P. Cantaluppi

 

 

Title:

Vice President & Chief Financial Officer

 

 

 

 

 

 

3

ANNEX 1

 

 

STOCKHOLDER

NUMBER OF SHARES OF PARENT COMMON STOCK

Celia J. Hartmann, Trustee of the Jonathan Garfield 2007 Grantor Retained Annuity Trust

240,000

Leslye A. Lynford, Trustee of the Lloyd Lynford 2007 Grantor Retained Annuity Trust

 

300,000

 

4

 

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