-----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, RP31JRZhEU0E7agfSp6WMTrEEczSNNfXPO4paiA9DA1lkFFTCJuGUzO7PnexW5rc bv9fBGG1yd0XQKYd2Bm7+A== 0000950123-10-042656.txt : 20100503 0000950123-10-042656.hdr.sgml : 20100503 20100503150543 ACCESSION NUMBER: 0000950123-10-042656 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100503 DATE AS OF CHANGE: 20100503 GROUP MEMBERS: JAY C. HOAG GROUP MEMBERS: JOHN L. DREW GROUP MEMBERS: JON Q. REYNOLDS JR. GROUP MEMBERS: RICHARD H. KIMBALL GROUP MEMBERS: TCV MANAGEMENT 2004, L.L.C GROUP MEMBERS: TCV MEMBER FUND, L.P. GROUP MEMBERS: TCV V, L.P. GROUP MEMBERS: WILLIAM J. G. GRIFFITH IV SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RiskMetrics Group Inc CENTRAL INDEX KEY: 0001295172 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83615 FILM NUMBER: 10792299 BUSINESS ADDRESS: STREET 1: ONE CHASE MANHATTAN PLAZA STREET 2: 44TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 212-981-7475 MAIL ADDRESS: STREET 1: ONE CHASE MANHATTAN PLAZA STREET 2: 44TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TECHNOLOGY CROSSOVER MANAGEMENT V LLC CENTRAL INDEX KEY: 0001283643 IRS NUMBER: 320103803 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 6506148233 MAIL ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13D/A 1 f55669sc13dza.htm SC 13D/A sc13dza
Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2 )*

RISKMETRICS GROUP, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
767735103
(CUSIP Number)
Carla S. Newell
c/o Technology Crossover Ventures
528 Ramona Street
Palo Alto, California 94301
(650) 614-8200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 26, 2010
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

 
 

Table of Contents

                     
CUSIP No.
  
767735103 
  

 

           
1   NAME OF REPORTING PERSON

TCV V, L.P.
See item 2 for identification of the General Partner
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  AF, OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  DELAWARE
       
  7   SOLE VOTING POWER
     
NUMBER OF   6,305,370 SHARES OF COMMON STOCK (A)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   -0- SHARES OF COMMON STOCK
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   6,305,370 SHARES OF COMMON STOCK (A)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    -0- SHARES OF COMMON STOCK
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  6,305,370 SHARES OF COMMON STOCK (A)
     
12   CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  9.12%
     
14   TYPE OF REPORTING PERSON
   
  PN
(A) Please see Item 5.

2

Table of Contents

                     
CUSIP No.
  
767735103 
  

 

           
1   NAME OF REPORTING PERSON

TCV Member Fund, L.P.
See item 2 for identification of a General Partner
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  AF, OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  DELAWARE
       
  7   SOLE VOTING POWER
     
NUMBER OF   119,432 SHARES OF COMMON STOCK (A)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   -0- SHARES OF COMMON STOCK
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   119,432 SHARES OF COMMON STOCK (A)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    -0- SHARES OF COMMON STOCK
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  119,432 SHARES OF COMMON STOCK (A)
     
12   CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  Less than 1%
     
14   TYPE OF REPORTING PERSON
   
  PN
(A) Please see Item 5.

3

Table of Contents

                     
CUSIP No.
  
767735103 
  

 

           
1   NAME OF REPORTING PERSON

Technology Crossover Management V, L.L.C.
See item 2 for identification of the Managing Members
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  AF, OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  DELAWARE
       
  7   SOLE VOTING POWER
     
NUMBER OF   6,424,802 SHARES OF COMMON STOCK (A)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   -0- SHARES OF COMMON STOCK
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   6,424,802 SHARES OF COMMON STOCK (A)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    -0- SHARES OF COMMON STOCK
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  6,424,802 SHARES OF COMMON STOCK (A)
     
12   CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  9.30%
     
14   TYPE OF REPORTING PERSON
   
  OO
(A) Please see Item 5.

4

Table of Contents

                     
CUSIP No.
  
767735103 
  

 

           
1   NAME OF REPORTING PERSON

TCV Management 2004, L.L.C
See item 2 for identification of Members
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  AF, OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  DELAWARE
       
  7   SOLE VOTING POWER
     
NUMBER OF   1,666 SHARES OF COMMON STOCK (A)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   8,334 SHARES OF COMMON STOCK (A)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   1,666 SHARES OF COMMON STOCK (A)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    8,334 SHARES OF COMMON STOCK (A)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  10,000 SHARES OF COMMON STOCK (A)
     
12   CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  Less than 1%
     
14   TYPE OF REPORTING PERSON
   
  OO
(A) Please see Item 5.

5

Table of Contents

                     
CUSIP No.
  
767735103 
  

 

           
1   NAME OF REPORTING PERSON

JAY C. HOAG
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  AF, OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  UNITED STATES CITIZEN
       
  7   SOLE VOTING POWER
     
NUMBER OF   -0- SHARES OF COMMON STOCK
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   6,434,802 SHARES OF COMMON STOCK (A)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0- SHARES OF COMMON STOCK
       
WITH 10   SHARED DISPOSITIVE POWER
     
    6,434,802 SHARES OF COMMON STOCK (A)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  6,434,802 SHARES OF COMMON STOCK (A)
     
12   CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  9.31%
     
14   TYPE OF REPORTING PERSON
   
  IN
(A) Please see Item 5.

6

Table of Contents

                     
CUSIP No.
  
767735103 
  

 

           
1   NAME OF REPORTING PERSON

RICHARD H. KIMBALL
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  AF, OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  UNITED STATES CITIZEN
       
  7   SOLE VOTING POWER
     
NUMBER OF   -0- SHARES OF COMMON STOCK
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   6,434,802 SHARES OF COMMON STOCK (A)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0- SHARES OF COMMON STOCK
       
WITH 10   SHARED DISPOSITIVE POWER
     
    6,434,802 SHARES OF COMMON STOCK (A)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  6,434,802 SHARES OF COMMON STOCK (A)
     
12   CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  9.31%
     
14   TYPE OF REPORTING PERSON
   
  IN
(A) Please see Item 5.

7

Table of Contents

                     
CUSIP No.
  
767735103 
  

 

           
1   NAME OF REPORTING PERSON

JOHN L. DREW
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  AF, OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  UNITED STATES CITIZEN
       
  7   SOLE VOTING POWER
     
NUMBER OF   -0- SHARES OF COMMON STOCK
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   6,434,802 SHARES OF COMMON STOCK (A)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0- SHARES OF COMMON STOCK
       
WITH 10   SHARED DISPOSITIVE POWER
     
    6,434,802 SHARES OF COMMON STOCK (A)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  6,434,802 SHARES OF COMMON STOCK (A)
     
12   CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  9.31%
     
14   TYPE OF REPORTING PERSON
   
  IN
(A) Please see Item 5.

8

Table of Contents

                     
CUSIP No.
  
767735103 
  

 

           
1   NAME OF REPORTING PERSON

JON Q. REYNOLDS JR.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  AF, OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  UNITED STATES CITIZEN
       
  7   SOLE VOTING POWER
     
NUMBER OF   -0- SHARES OF COMMON STOCK
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   6,434,802 SHARES OF COMMON STOCK (A)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0- SHARES OF COMMON STOCK
       
WITH 10   SHARED DISPOSITIVE POWER
     
    6,434,802 SHARES OF COMMON STOCK (A)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  6,434,802 SHARES OF COMMON STOCK (A)
     
12   CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  9.31%
     
14   TYPE OF REPORTING PERSON
   
  IN
(A) Please see Item 5.

9

Table of Contents

                     
CUSIP No.
  
767735103 
  

 

           
1   NAME OF REPORTING PERSON

WILLIAM J. G. GRIFFITH IV
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  AF, OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  UNITED STATES CITIZEN
       
  7   SOLE VOTING POWER
     
NUMBER OF   -0- SHARES OF COMMON STOCK
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   6,434,802 SHARES OF COMMON STOCK (A)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0- SHARES OF COMMON STOCK
       
WITH 10   SHARED DISPOSITIVE POWER
     
    6,434,802 SHARES OF COMMON STOCK (A)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  6,434,802 SHARES OF COMMON STOCK (A)
     
12   CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  9.31%
     
14   TYPE OF REPORTING PERSON
   
  IN
(A) Please see Item 5.

10

 

Table of Contents

ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2 to Schedule 13D is filed by and on behalf of each Reporting Person to amend and supplement the Schedule 13D filed on February 5, 2008, as amended on March 5, 2010 (the “Original 13D”), with respect to shares of common stock, par value $0.01 per share (the “Common Stock”), of RiskMetrics Group, Inc., a Delaware corporation (“RiskMetrics” or the “Company”). The Company’s principal executive offices are located at One Chase Manhattan Plaza, 44th Floor, New York, NY 10005.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended and supplemented by adding the following to the end of the disclosure regarding the Voting Agreement.
On April 26, 2010, in connection with the settlement of putative shareholder class action litigation challenging the transactions contemplated by the Merger Agreement, TCV V, Member Fund and the other Supporting Stockholders entered into Amendment No. 1 to the Voting and Irrevocable Proxy Agreement (the “Voting Agreement Amendment”) dated as of April 26, 2010 with MSCI. Pursuant to the Voting Agreement Amendment, MSCI and the Supporting Stockholders agreed to reduce the total number of Shares required to be voted, among other things, in favor of the adoption of the Merger Agreement and against any alternative business combination from 22,199,310 to 13,770,525 Shares, or from an aggregate of approximately 32.1% to approximately 19.9% of the outstanding Shares as of April 26, 2010 (as reported on the Company’s Schedule 14A filed on April 28, 2010), if the RiskMetrics board of directors changes its recommendation in response to an Intervening Event (as defined in the Merger Agreement). In addition, the Voting Agreement Amendment provides that the total number of Shares required to be voted as described above would similarly be reduced to 13,770,525 Shares, or approximately 19.9% of the outstanding Shares as of April 26, 2010 (as reported on the Company’s Schedule 14A filed on April 28, 2010), if the RiskMetrics board of directors changes its recommendation for any other reason permitted by the Merger Agreement. Prior to the Voting Agreement Amendment, the Voting Agreement provided that the number of Shares required to be voted as described above would only be reduced if the RiskMetrics board of directors changed its recommendation in response to an Intervening Event, but not if the RiskMetrics board of directors changed its recommendation for any other reason permitted by the Merger Agreement.
The foregoing description of the Voting Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement Amendment, which is filed as Exhibit 5 hereto, and is incorporated into this report by reference.
Except as set forth above and in the Original 13D, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended and restated in its entirety as follows:
(a), (b). As of the close of business on April 29, 2010, TCV V, Member Fund, Management V, Management 2004, and the Members owned, directly and indirectly, the following number of shares:

12

Table of Contents

                 
            Percentage of Outstanding
Name of Investor   Number of Total Shares   Shares (*)
TCV V
     6,305,370 (**)     9.12 % (**)
Member Fund
     119,432 (**)   Less than 1 % (**)
Management V
     6,424,802 (**)     9.30 % (**)
Management 2004 (1)(2)
     10,000 (**)   Less than 1 % (**)
Mr. Drew(1)(2)
     6,434,802 (**)     9.31 % (**)
Mr. Kimball(1)(2)
     6,434,802 (**)     9.31 % (**)
Mr. Hoag(1)(2)
     6,434,802 (**)     9.31 % (**)
Mr. Reynolds(1)(2)
     6,434,802 (**)     9.31 % (**)
Mr. Griffith(1)(2)
     6,434,802 (**)     9.31 % (**)
 
(*)   All percentages in this table are based on 69,104,540 shares of Common Stock of the Company outstanding as April 26, 2010, and as reported on the Company’s Schedule 14A filed with the Securities and Exchange Commission on April 28, 2010.
 
(**)   Certain Reporting Persons disclaim beneficial ownership as set forth below.
 
(1)   Includes 1,666 shares of fully vested restricted stock that were previously granted to Mr. Trudeau, but were transferred from Mr. Trudeau to Management 2004 on July 9, 2009, and are now held directly by Management 2004. Mr. Trudeau held the shares for the sole benefit of Management 2004 pursuant to the terms of an agreement between Mr. Trudeau and Management 2004.
 
(2)   Includes 8,334 shares of restricted stock subject to repurchase rights that lapse with respect to 1,667 shares on June 4, 2010, 5,000 shares on June 15, 2010, and 1,667 shares on June 4, 2011, respectively. These 8,334 shares of restricted stock are directly held by Mr. Trudeau and Mr. Trudeau has voting and dispositive power over such shares; however, Mr. Trudeau holds such shares for the sole benefit of Management 2004 pursuant to the terms of an agreement between Mr. Trudeau and Management 2004. Mr. Trudeau disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Additionally, the Members are members of Management 2004, but disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
Each of TCV V and Member Fund (the “TCV Funds”) has the sole power to dispose or direct the disposition of the respective shares held by such TCV Fund and has the sole power to direct the voting of its respective shares held by such TCV Fund. Management V, as the general partner of TCV V, L.P. and a general partner of Member Fund, may also be deemed to have the sole power to dispose or direct the disposition of the shares and held by the TCV Funds and have the sole power to direct the vote of the shares held by the TCV Funds. Management V disclaims beneficial ownership of such securities except to the extent of its pecuniary interest in the TCV Funds.
Each of the Members is (i) a Class A member of Management V, (ii) a limited partner of Member Fund, and (iii) a member of Management 2004. Under the operating agreement of Management V, the Members have the shared power to dispose or direct the disposition of the shares held by TCV Funds and the shared power to direct the vote of the shares held by the TCV Funds. Under the operating agreement of Management 2004, the Members have the shared power to dispose or direct the disposition of the shares held by Management 2004 and the shared power to direct the vote of the shares held by Management 2004. Each of the Members disclaims beneficial ownership of the securities owned by TCV Funds and Management 2004 except to the extent of their pecuniary interest in the TCV Funds and Management 2004.
The Reporting Persons may be deemed to be acting as a group in relation to their respective holdings in the Company but do not affirm the existence of any such group.
(c) Except as set forth in this Item 5(a) — (b), each of the Reporting Persons disclaims beneficial ownership of any Common Stock owned beneficially or of record by any other Reporting Person.
(d) Not applicable.
(e) Not applicable.

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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is amended to add the following:
Item 4 above summarizes certain provisions of the Voting Agreement, as amended. A copy of each of the Voting Agreement and the Voting Agreement Amendment is attached hereto as Exhibit 4 and Exhibit 5 and is incorporated by reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is amended and restated in its entirety as follows:
Exhibit 1 Joint Filing Agreement (incorporated by referenced from Exhibit 1 to Schedule 13D/A relating to the Common Stock of RiskMetrics Group, Inc. filed on March 5, 2010)
Exhibit 2 Second Amended and Restated Investor Rights Agreement dated January 11, 2007 (incorporated by reference from Exhibit 10.12 to the RiskMetrics Group, Inc.’s Registration Statement on Form S-1 filed on September 19, 2007)
Exhibit 3 Statement Appointing Designated Filer and Authorized Signatories dated July 10, 2009 (incorporated by reference from Exhibit 2 to Schedule 13D relating to the Common Stock of Interactive Brokers Group, Inc. filed on July 10, 2009)
Exhibit 4 Voting and Irrevocable Proxy Agreement, dated February 28, 2010, by and among TCV V, Member Fund, Ethan Berman, certain other investment entities affiliated with General Atlantic LLC and Spectrum Equity Investors IV, L.P., and MSCI (incorporated by referenced from Exhibit 4 to Schedule 13D/A relating to the Common Stock of RiskMetrics Group, Inc. filed on March 5, 2010)
Exhibit 5 Amendment No. 1 to Voting and Irrevocable Proxy Agreement dated as of April 26, 2010, among TCV V, Member Fund, Ethan Berman, certain other investment entities affiliated with General Atlantic LLC and Spectrum Equity Investors IV, L.P., and MSCI

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SIGNATURE
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: May 3, 2010
         
TCV V, L.P.
 		    
By:   /s/ Frederic D. Fenton      
  Name:   Frederic D. Fenton     
  Its: Authorized Signatory     
 
TCV MEMBER FUND, L.P.
 		    
By:   /s/ Frederic D. Fenton      
  Name:   Frederic D. Fenton     
  Its: Authorized Signatory     
 
TECHNOLOGY CROSSOVER MANAGEMENT V, L.L.C.
 		    
By:   /s/ Frederic D. Fenton      
  Name:   Frederic D. Fenton     
  Its: Authorized Signatory     
 
TCV MANAGEMENT 2004, L.L.C
 		    
By:   /s/ Frederic D. Fenton      
  Name:   Frederic D. Fenton     
  Its: Authorized Signatory     
 
JAY C. HOAG
 		    
By:   /s/ Frederic D. Fenton      
  Name:   Frederic D. Fenton     
  Its: Authorized Signatory     
 
RICHARD H. KIMBALL
 		    
By:   /s/ Frederic D. Fenton      
  Name:   Frederic D. Fenton     
  Its: Authorized Signatory     

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JOHN L. DREW
 		    
By:   /s/ Frederic D. Fenton      
  Name:   Frederic D. Fenton     
  Its: Authorized Signatory     
 
JON Q. REYNOLDS JR.
 		    
By:   /s/ Frederic D. Fenton      
  Name:   Frederic D. Fenton     
  Its: Authorized Signatory     

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WILLIAM J. G. GRIFFITH IV
 		    
By:   /s/ Frederic D. Fenton      
  Name:   Frederic D. Fenton     
  Its: Authorized Signatory     

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EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement (incorporated by referenced from Exhibit 1 to Schedule 13D/A relating to the Common Stock of RiskMetrics Group, Inc. filed on March 5, 2010)
Exhibit 2 Second Amended and Restated Investor Rights Agreement dated January 11, 2007 (incorporated by reference from Exhibit 10.12 to the RiskMetrics Group, Inc.’s Registration Statement on Form S-1 filed on September 19, 2007)
Exhibit 3 Statement Appointing Designated Filer and Authorized Signatories dated July 10, 2009 (incorporated by reference from Exhibit 2 to Schedule 13D relating to the Common Stock of Interactive Brokers Group, Inc. filed on July 10, 2009)
Exhibit 4 Voting and Irrevocable Proxy Agreement, dated February 28, 2010, by and among TCV V, Member Fund, Ethan Berman, certain other investment entities affiliated with General Atlantic LLC and Spectrum Equity Investors IV, L.P., and MSCI (incorporated by referenced from Exhibit 4 to Schedule 13D/A relating to the Common Stock of RiskMetrics Group, Inc. filed on March 5, 2010)
Exhibit 5 Amendment No. 1 to Voting and Irrevocable Proxy Agreement dated as of April 26, 2010, among TCV V, Member Fund, Ethan Berman, certain other investment entities affiliated with General Atlantic LLC and Spectrum Equity Investors IV, L.P., and MSCI

18

EX-5 2 f55669exv5.htm EX-5 exv5
Exhibit 5
EXECUTION COPY
AMENDMENT NO. 1 TO
VOTING AND IRREVOCABLE PROXY AGREEMENT
     This AMENDMENT NO. 1 TO VOTING AND IRREVOCABLE PROXY AGREEMENT (this “Amendment”), dated as of April 26, 2010, is entered into among MSCI Inc., a Delaware corporation (“Parent”), and the other parties hereto.
WITNESSETH:
     WHEREAS, Parent and the other parties hereto are the parties to that certain Voting and Irrevocable Proxy Agreement dated as of February 28, 2010 (the “Voting Agreement”);
     WHEREAS, in connection with the settlement of certain putative shareholder class action litigation challenging the Merger, the parties hereto desire to amend certain provisions of the Voting Agreement; and
     WHEREAS, in accordance with Section 5.04 of the Voting Agreement, the parties hereto wish to effect the amendments to the Voting Agreement provided hereunder.
     NOW, THEREFORE, the Voting Agreement is amended as follows:
     1. Definitions; References. All capitalized terms used herein, unless otherwise defined herein, shall have the meanings given them in the Voting Agreement, and each reference in the Voting Agreement to “this Agreement”, “hereof”, “herein”, “hereunder” or “hereby” and each other similar reference shall be deemed to refer to the Voting Agreement as amended hereby. Each reference to the “the date hereof”, “the date of this Agreement” and each other similar reference contained in the Voting Agreement shall refer to February 28, 2010.
     2. Section 1.01(c). Section 1.01(c) of the Voting Agreement is hereby amended by deleting the words “in response to an Intervening Event” appearing after the words “Adverse Company Recommendation Change” in the first sentence of Section 1.01(c) of the Voting Agreement.
     3. Schedule 1.01. Schedule 1.01 to the Voting Agreement is hereby amended by amending and restating the column “Locked-Up Covered Shares” in its entirety with the column “Locked-Up Covered Shares” on Annex A hereto.
     4. Effectiveness. All of the provisions of this Amendment shall be effective as of the date hereof. Except as specifically provided for in this Amendment, the terms of the Voting Agreement in effect immediately prior to the entry into of this Amendment remain in full force and effect.
     5. Counterparts. This Amendment may be executed and delivered (including by facsimile or electronic transmission) in any number of counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute a single instrument.
     6. Governing Law; Jurisdiction. This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware. Any suit, action or proceeding arising under this Amendment shall be resolved in accordance with the terms set forth in Section 5.12 of the Voting Agreement.

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized representatives as of the date first above written.
         
  MSCI INC.
 		  
  By:      
    Name:      
    Title:      
 
[Signature Page to Amendment No. 1 to Voting Agreement]

 

 

         
  GENERAL ATLANTIC
PARTNERS 78, L.P.  		  
  By:   General Atlantic LLC, its general partner    
 
     
  By:      
    Name:      
    Title:      
 
  GAPSTAR, LLC
 		  
  By:      
    Name:      
    Title:      
 
  GAP COINVESTMENTS III, LLC
 		  
  By:      
    Name:      
    Title:      
 
  GAP COINVESTMENTS IV, LLC
 		  
  By:      
    Name:      
    Title:      
 
  GAPCO GMBH & CO. KG    
  By:   GAPCO Management GmbH,
its general partner  		  
 
     
  By:      
    Name:      
    Title:      
 
[Signature Page to Amendment No. 1 to Voting Agreement]

 

 

         
  TCV V, L.P.
a Delaware Limited Partnership
 		  
  By:   Technology Crossover Management V, L.L.C.,    
    Its: General Partner   
 
     
  By:      
    Name:      
    Title:   Attorney in Fact   
 
  TCV Member Fund, L.P.
a Cayman Islands exempted limited partnership,
acting by its general partner

Technology Crossover Management V, L.L.C.,
a Delaware limited liability company
 		  
  By:      
    Name:      
    Title:   Attorney in Fact   
 
[Signature Page to Amendment No. 1 to Voting Agreement]

 

 

         
  Spectrum Equity Investors IV, L.P.    
  By:   Spectrum Equity Associates IV, L.P.    
    Its General Partner   
     
  By:      
    Randy Henderson   
    Its General Partner   
 
  Spectrum Equity Investors Parallel IV, L.P.    
  By:   Spectrum Equity Associates IV, L.P.    
    Its General Partner   
     
  By:      
    Randy Henderson   
    Its General Partner   
 
  Spectrum IV Investment Managers’ Fund, L.P.
 		  
  By:      
    Randy Henderson   
    Its General Partner   
 
[Signature Page to Amendment No. 1 to Voting Agreement]

 

 

         
     
  By:      
    Ethan Berman   
       
 
[Signature Page to Amendment No. 1 to Voting Agreement]

 

 

Annex A
         
Stockholder Name   Locked-Up
Covered Shares
 
        
General Atlantic Partners 78, L.P.
     4,516,384  
 
        
GapStar, LLC
     61,191  
 
        
GAP Coinvestments III, LLC
     246,302  
 
        
GAP Coinvestments IV, LLC
     66,300  
 
        
GAPCO GmbH & Co. KG
     5,078  
 
        
TCV V, L.P.
     2,516,351  
 
        
TCV Member Fund, L.P.
     47,663  
 
        
Spectrum Equity Investors IV, L.P.
     4,247,714  
 
        
Spectrum Equity Investors Parallel IV, L.P.
     25,075  
 
        
Spectrum Investment Managers’ Fund, L.P.
     50,583  
 
        
Ethan Berman
     1,987,884  
 
        
 
     13,770,525  
[Signature Page to Amendment No. 1 to Voting Agreement]

 

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