-----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, PBg7N1A9tFxOwoGkew+o7GbEIgMlk2k+ZBTkSBc8Mc0rz4lWhXRO4nCA3Tz/O9Ze E3qAEk0TyEnfSI/7dsMzAA== 0000950134-08-001714.txt : 20080205 0000950134-08-001714.hdr.sgml : 20080205 20080205165753 ACCESSION NUMBER: 0000950134-08-001714 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080205 DATE AS OF CHANGE: 20080205 GROUP MEMBERS: HENRY J FEINBERG GROUP MEMBERS: JAY C HOAG GROUP MEMBERS: JOHN L DREW GROUP MEMBERS: JON Q REYNOLDS JR GROUP MEMBERS: RICHARD H KIMBALL GROUP MEMBERS: TCV MEMBER FUND LP GROUP MEMBERS: TCV V LP 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-83615 FILM NUMBER: 08577640 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 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 1 f37707sc13d.htm SCHEDULE 13D sc13d
Table of Contents

 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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. __)
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)
January 29, 2009
(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 statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.
(Continued on following pages)
 
 

 

Table of Contents

 

           
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)
   
  10.5%
     
14   TYPE OF REPORTING PERSON
   
  PN
(A) Please see Item 5.

Table of Contents

 

           
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.

Table of Contents

 

           
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)
   
  10.7%
     
14   TYPE OF REPORTING PERSON
   
  OO
(A) Please see Item 5.

Table of Contents

 

           
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   6,424,802 SHARES OF COMMON STOCK (A)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0- SHARES OF COMMON STOCK
       
WITH 10   SHARED DISPOSITIVE POWER
     
    6,424,802 SHARES OF COMMON STOCK (A)
     
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)
   
  10.7%
     
14   TYPE OF REPORTING PERSON
   
  IN
(A) Please see Item 5.

Table of Contents

 

           
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   6,424,802 SHARES OF COMMON STOCK (A)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0- SHARES OF COMMON STOCK
       
WITH 10   SHARED DISPOSITIVE POWER
     
    6,424,802 SHARES OF COMMON STOCK (A)
     
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)
   
  10.7%
     
14   TYPE OF REPORTING PERSON
   
  IN
(A) Please see Item 5.

Table of Contents

 

           
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   6,424,802 SHARES OF COMMON STOCK (A)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0- SHARES OF COMMON STOCK
       
WITH 10   SHARED DISPOSITIVE POWER
     
    6,424,802 SHARES OF COMMON STOCK (A)
     
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)
   
  10.7%
     
14   TYPE OF REPORTING PERSON
   
  IN
(A) Please see Item 5.

Table of Contents

 

           
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   6,424,802 SHARES OF COMMON STOCK (A)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0- SHARES OF COMMON STOCK
       
WITH 10   SHARED DISPOSITIVE POWER
     
    6,424,802 SHARES OF COMMON STOCK (A)
     
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)
   
  10.7%
     
14   TYPE OF REPORTING PERSON
   
  IN
(A) Please see Item 5.

Table of Contents

 

           
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   6,424,802 SHARES OF COMMON STOCK (A)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0- SHARES OF COMMON STOCK
       
WITH 10   SHARED DISPOSITIVE POWER
     
    6,424,802 SHARES OF COMMON STOCK (A)
     
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)
   
  10.7%
     
14   TYPE OF REPORTING PERSON
   
  IN
(A) Please see Item 5.

Table of Contents

 

           
1   NAME OF REPORTING PERSON

HENRY J. FEINBERG
     
     
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   6,424,802 SHARES OF COMMON STOCK (A)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0- SHARES OF COMMON STOCK
       
WITH 10   SHARED DISPOSITIVE POWER
     
    6,424,802 SHARES OF COMMON STOCK (A)
     
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)
   
  10.7%
     
14   TYPE OF REPORTING PERSON
   
  IN
(A) Please see Item 5.

TABLE OF CONTENTS

ITEM 1. SECURITY AND ISSUER
ITEM 2. IDENTITY AND BACKGROUND
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
ITEM 4. PURPOSE OF TRANSACTION
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
SIGNATURE
EXHIBIT INDEX

Table of Contents

ITEM 1. SECURITY AND ISSUER.
This statement relates 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 2. IDENTITY AND BACKGROUND.
(a)-(c), (f). This statement is being filed by (1) TCV V, L.P., a Delaware limited partnership (“TCV V”), (2) TCV Member Fund, L.P., a Delaware limited partnership (“Member Fund”), (3) Technology Crossover Management V, L.L.C., a Delaware limited liability company (“Management V”), (4) Jay C. Hoag (“Mr. Hoag”), (5) Richard H. Kimball (“Mr. Kimball”), (6) John L. Drew (“Mr. Drew”), (7) Jon Q. Reynolds Jr. (“Mr. Reynolds”), (8) William J. G. Griffith IV (“Mr. Griffith”), and (9) Henry J. Feinberg (“Mr. Feinberg”) (Mr. Hoag, Mr. Kimball, Mr. Drew, Mr. Reynolds, Mr. Griffith and Mr. Feinberg are collectively referred to as the “Members”). TCV V, Member Fund, Management V and the Members are sometimes collectively referred to herein as the “Reporting Persons.” The agreement among the Reporting Persons relating to the joint filing of this statement is attached as Exhibit 1 hereto.
TCV V, Member Fund and Management V are each principally engaged in the business of investing in securities of privately and publicly held companies. Management V is the sole general partner of TCV V and a general partner of the Member Fund. The address of the principal business and office of each of TCV V, Member Fund and Management V is 528 Ramona Street, Palo Alto, California 94301.
Each of the Members is (i) a Class A Member of Management V and (ii) a limited partner of Member Fund. The Members are each United States citizens, and the present principal occupation of each is a venture capital investor. The business address of each Member is 528 Ramona Street, Palo Alto, California 94301.
(d), (e). During the last five years, none of TCV V, Member Fund, Management V or the Members has (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the terms of a Common Stock Purchase Agreement dated June 14, 2004, (the “Purchase Agreement”) by and between the Company on the one hand, and TCV V and Member Fund (“TCV Funds”), on the other hand, the Company agreed to sell and TCV V and Member Fund agreed to purchase 2,302,431 and 43,490 shares (“Shares”) of Common Stock, respectively, at a purchase price of $9.375 per share. In consideration for the Common Shares, the TCV Funds paid the Company an aggregate of $21,993,009.38. On May 1, 2007 the Company effected a 2.5 for 1 stock split, such that the TCV V and Member Fund received 5,756,077 and 108,725 shares of Common Stock, respectively, as a result of such stock split.
The source of the funds for the acquisition of the Shares by the TCV Funds was capital contributions from their respective partners.
On January 24, 2008, TCV V and Member Fund purchased 549,293 and 10,707 shares of Common Stock, respectively, from the underwriters in the Company’s IPO at $17.50 per share, which was the initial price to the public (the “IPO Shares”).
The source of funds for the acquisition of the IPO Shares by the TCV Funds was capital contributions from their respective partners.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the securities referenced in Item 3 for investment purposes. Depending on the factors discussed herein, the Reporting Persons may, from time to time, acquire additional shares of Common Stock in the open market, in connection with issuances by the Company or sales by other stockholders in transactions registered under the Securities Act of 1933, as amended, in privately negotiated transactions or otherwise and/or retain and/or sell or otherwise dispose of all or a portion of their shares in the open market, through transactions registered under the Securities Act, through privately negotiated transactions or through distributions to their respective partners or otherwise. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price levels of the Common Stock; general market and economic conditions; ongoing evaluation of the Company’s business, financial condition, operating results and prospects; the relative attractiveness of alternative business and investment opportunities; and other future developments.
Except as set forth above, 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.
(a), (b). As of the close of business on January 29, 2008, TCV V, Member Fund, Management V and the Members owned, directly and indirectly, an aggregate of 6,424,802 shares as follows:

 

Table of Contents

             
Name of Investor   Number of Total Shares   Percentage of Outstanding Shares (*)
TCV V
    6,305,370     10.5 (**)
 
            
Member Fund
    119,432     Less than 1% (**)
 
            
Management V
    6,424,802     10.7% (**)
 
            
Mr. Drew
    6,424,802     10.7% (**)
 
            
Mr. Kimball
    6,424,802     10.7% (**)
 
            
Mr. Hoag
    6,424,802     10.7% (**)
 
            
Mr. Reynolds
    6,424,802     10.7% (**)
 
            
Mr. Griffith
    6,424,802     10.7% (**)
 
            
Mr. Feinberg
    6,424,802     10.7% (**)
 
(*)     all percentages in this table are based on the 57,801,305 shares of Common Stock of the Company outstanding on January 24, 2008 and as reported on the Company’s Form S-1/A filed with the Securities and Exchange Commission on January 25 2008 plus (ii) 2,100,000 shares purchased by the underwriters on January 24, 2008.
 
(**)   Certain Reporting Persons disclaim beneficial ownership as set forth below.
Each of the TCV Funds has the sole power to dispose or direct the disposition of the shares by the TCV Funds and has the sole power to direct the voting of its respective shares held by the TCV Funds. 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 therein.
Each of the Members is (i) a Class A member of Management V and (ii) a limited partner of Member Fund. 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. Each of the Members disclaims beneficial ownership of the securities owned by TCV Funds except to the extent of their pecuniary interest therein.
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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
REGISTRATION RIGHTS AGREEMENT
Pursuant to the Second Amended and Restated Investor Rights Agreement dated January 11, 2007 (the “Rights Agreement”) by and between the Company on the one hand, and TCV Funds and certain other parties on the other hand, the Company agreed to register, to the extent requested by the TCV Funds, shares of capital stock of the Company held by TCV Funds. Such registration rights include rights to request inclusion of the shares held by the TCV Funds in subsequent offerings initiated by the Company as well as to request of registration of their shares on Forms S-1 and S-2, in all cases subject to certain limitations as set forth in the Rights Agreement. The Company is obligated to pay all expenses (other than underwriting discounts and commissions) incurred in connection with such registrations. The Company has agreed to indemnify the TCV Funds and related persons against certain liabilities under securities laws in connection with the sale of securities under such registrations.
A copy of the Rights Agreement is attached hereto as Exhibit 2 and is incorporated by reference herein.

 

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Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of Company, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement
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 May 1, 2006 (incorporated by reference from Exhibit 3 to the Penson Worldwide Inc.’s form 13D filed on May 24, 2006)

 

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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: February 5, 2008
     
TCV V, L.P.
    
 
    
By: /s/ Carla S. Newell
 
Name: Carla S. Newell
   
Its: Authorized Signatory
    
 
    
TCV MEMBER FUND, L.P.
    
 
    
By: /s/ Carla S. Newell
 
Name: Carla S. Newell
   
Its: Authorized Signatory
    
 
    
TECHNOLOGY CROSSOVER MANAGEMENT V, L.L.C.
 
    
By: /s/ Carla S. Newell
 
Name: Carla S. Newell
   
Its: Authorized Signatory
    
 
    
JAY C. HOAG
    
 
    
By: /s/ Carla S. Newell
 
Name: Carla S. Newell
   
Its: Authorized Signatory
    
 
    
RICHARD H. KIMBALL
    
 
    
By: /s/ Carla S. Newell
 
Name: Carla S. Newell
   
Its: Authorized Signatory
    
 
    
JOHN L. DREW
    
 
    
By: /s/ Carla S. Newell
 
Name: Carla S. Newell
   
Its: Authorized Signatory
    
 
    
JON Q. REYNOLDS JR.
    
 
    
By: /s/ Carla S. Newell
 
Name: Carla S. Newell
   
Its: Authorized Signatory
    
 
    
WILLIAM J. G. GRIFFITH IV
    

 

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By: /s/ Carla S. Newell
 
Name: Carla S. Newell
   
Its: Authorized Signatory
    
 
    
HENRY J. FEINBERG
    
 
    
By: /s/ Carla S. Newell
 
Name: Carla S. Newell
   
Its: Authorized Signatory
    

 

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EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement
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 May 1, 2006 (incorporated by reference from Exhibit 3 to the Penson Worldwide Inc.’s form 13D filed on May 24, 2006)

 

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EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of RiskMetrics Group, Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 5th day of February, 2008.
     
TCV V, L.P.
    
 
    
By: /s/ Carla S. Newell
 
Name: Carla S. Newell
   
Its: Authorized Signatory
    
 
    
TCV MEMBER FUND, L.P.
    
 
    
By: /s/ Carla S. Newell
 
Name: Carla S. Newell
   
Its: Authorized Signatory
    
 
    
TECHNOLOGY CROSSOVER MANAGEMENT V, L.L.C.
    
 
    
By: /s/ Carla S. Newell
 
Name: Carla S. Newell
   
Its: Authorized Signatory
    
 
    
JAY C. HOAG
    
 
    
By: /s/ Carla S. Newell
 
Name: Carla S. Newell
   
Its: Authorized Signatory
    
 
    
RICHARD H. KIMBALL
    
 
    
By: /s/ Carla S. Newell
 
Name: Carla S. Newell
   
Its: Authorized Signatory
    
 
    
JOHN L. DREW
    
 
    
By: /s/ Carla S. Newell
 
Name: Carla S. Newell
   
Its: Authorized Signatory
    
 
    
JON Q. REYNOLDS JR.
    
 
    
By: /s/ Carla S. Newell
 
Name: Carla S. Newell
   
Its: Authorized Signatory
    

 

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WILLIAM J. G. GRIFFITH IV
    
 
    
By: /s/ Carla S. Newell
 
Name: Carla S. Newell
   
Its: Authorized Signatory
    
 
    
HENRY J. FEINBERG
    
 
    
By: /s/ Carla S. Newell
 
Name: Carla S. Newell
   
Its: Authorized Signatory
    

 

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