SEC FORM 4

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

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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^*

LYNFORD JEFFREY H

(Last)

(First)

(Middle)

C/O REIS, INC.

530 FIFTH AVENUE, 5TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Reis, Inc. [ REIS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/16/2008		J	V	61,130⁽¹⁾	D	$0.00	40,870	I	Held in Trust⁽²⁾
Common Stock	12/16/2008		J	V	61,130⁽¹⁾	A	$0.00	637,010	D⁽³⁾
Common Stock	12/17/2008		J	V	40,870⁽⁴⁾	D	$0.00	0	I	Held in Trust⁽²⁾
Common Stock	12/17/2008		J	V	40,870⁽⁴⁾	A	$0.00	677,880	D⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. As previously disclosed, on November 12, 2007, for estate planning purposes, the Reporting Person transferred by gift 102,000 shares of Common Stock to the Jeffrey Lynford 2007 Grantor Retained Annuity Trust (the "GRAT"), an irrevocable trust whose trustee is Tondra C. Lynford, the wife of the Reporting Person. On December 16, 2008, the GRAT distributed to the Reporting Person 61,130 shares of Common Stock in satisfaction of the annuity payment payable to the Reporting Person during the first taxable year of the GRAT pursuant to the trust agreement governing the GRAT.

2. Held by the GRAT. Since the Reporting Person's wife is the trustee of the GRAT and the Reporting Person is the primary beneficiary of the GRAT, the Reporting Person may be deemed to indirectly beneficially own the shares of Common Stock held by the GRAT.

3. Includes 164,787 shares of Common Stock held in a non-qualified deferred compensation trust with respect to which the Reporting Person has neither voting nor dispositive power until such shares are distributed from the deferred compensation account.

4. On December 17, 2008, the GRAT distributed to the Reporting Person 40,870 shares of Common Stock in satisfaction of the annuity payment payable to the Reporting Person during the second taxable year of the GRAT pursuant to the trust agreement governing the GRAT (at the time of this distribution, the assets held by the GRAT were insufficient to pay the full value of this annuity payment, and, accordingly, all assets of the GRAT were distributed to the Reporting Person and the GRAT was terminated).

Remarks:

	/s/ Alexander G. Simpson, as Attorney-in-Fact	12/18/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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