0000895345-13-000220.txt : 20130826 0000895345-13-000220.hdr.sgml : 20130826 20130826171000 ACCESSION NUMBER: 0000895345-13-000220 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130826 DATE AS OF CHANGE: 20130826 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: 131060825 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 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 pr13da5-reis_garfield.htm pr13da5-reis_garfield.htm
 
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)
 
 
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 
Reis, Inc.
(Name of Issuer)
 
Common Stock, par value $0.02 per share
(Title Class of Securities)
 
75936P 105
(CUSIP Number)
 
Jonathan Garfield
c/o Reis, Inc.
530 Fifth Avenue
New York, NY 10036
(212) 921-1122 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
June 30, 2013
(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 Rules 13d-1(e), 13d-1(f) or 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 (the “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).
 
 
 
 
     
CUSIP No. 75936P 105
13D
Page 2 of 6
     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
   
    Jonathan Garfield
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)         (a) o
 
                                                                                                                                                            (b) o
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (see Instructions)
 
OO
 
5
CHECK 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
7
SOLE VOTING POWER
 
903,922 shares of Common Stock
 
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER
 
72,186 shares of Common Stock
 
EACH
REPORTING
9
SOLE DISPOSITIVE POWER
 
903,922 shares of Common Stock
       
PERSON
WITH
10
SHARED DISPOSITIVE POWER
 
72,186 shares of Common Stock
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
976,108 shares of Common Stock
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)
 
                                                                                                                                                                  o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.9%
 
14
TYPE OF REPORTING PERSON (see Instructions)
 
IN
 
 
 
 
 
 
 
    This statement constitutes Amendment No. 5 (“Amendment No. 5”) 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., a Maryland corporation (the “Company”), with its principal executive offices at 530 Fifth Avenue, New York, NY 10036, as such Schedule 13D has previously been amended and supplemented (the “Schedule 13D”).
 
    In accordance with Act Rule 13d-2, this Amendment No. 5 amends and supplements only information that has materially changed since the June 17, 2010 filing by the Reporting Person of Amendment No. 4 to the Schedule 13D ( “Amendment No. 4”). 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 7 of the Schedule 13D. Accordingly, those Items are omitted from this Amendment No. 5.  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 3. Source and Amount of Funds or Other Consideration.
 
    Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following:
   
    The matters set forth in Item 4 below are incorporated in this Item 3 by reference as if fully set forth herein.
 
  
Item 4. Purpose of Transaction.
 
    Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
 
    It was previously disclosed in Amendment No. 4 that the GRAT delivered 15,985 shares of Common Stock to the Reporting Person on March 31, 2009, which was an incorrect date. The date of such delivery should have instead referenced April 21, 2010.
 
    On February 4, 2011, the Reporting Person received 10,667 shares of Common Stock upon vesting of restricted stock units (“RSUs”).
 
    On February 19, 2011, the Reporting Person received 10,000 shares of Common Stock upon vesting of RSUs.
 
    On February 28, 2011, the Reporting Person received 7,000 shares of Common Stock upon vesting of RSUs.
 
    On May 23, 2011, the GRAT transferred 15,805 shares of Common Stock to the Reporting Person.
 
    On February 6, 2012, the Reporting Person received 6,055 shares of Common Stock upon vesting of RSUs. The Reporting Person was entitled to receive an aggregate of 10,667 shares of Common Stock but elected to relinquish an aggregate of 4,612 shares, which were cancelled by the Company in exchange for the Company’s agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting and delivery of the RSUs.
 
    On February 21, 2012, the Reporting Person received 5,968 shares of Common Stock upon vesting of RSUs. The Reporting Person was entitled to receive an aggregate of 10,000 shares of Common Stock but elected to relinquish an aggregate of 4,032 shares, which were cancelled by the Company in exchange for the Company’s agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting and delivery of the RSUs.
 
    On March 2, 2012, the Reporting Person received 8,726 shares of Common Stock upon vesting of RSUs. The Reporting Person was entitled to receive an aggregate of 14,620 shares of Common Stock but elected to relinquish an aggregate of 5,894 shares, which were cancelled by the Company in exchange for the Company’s agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting and delivery of the RSUs.
 
   On June 4, 2012, the GRAT transferred (i) 16,024 shares of Common Stock to the Reporting Person and (ii) 72,186 shares of Common Stock to the Jonathan Garfield Family Trust (the “Family Trust”), a family trust created by the Reporting Person, of which Ms. Celia J. Hartmann, the wife of the Reporting Person, is the trustee.
 
    On February 14, 2013, the Reporting Person received 6,166 shares of Common Stock upon vesting of RSUs. The Reporting Person was entitled to receive an aggregate of 10,779 shares of Common Stock but elected to relinquish an aggregate of 4,613 shares, which were cancelled by the Company in exchange for the Company’s agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting and delivery of the RSUs.
 
    On February 19, 2013, the Reporting Person received 5,878 shares of Common Stock upon vesting of RSUs. The Reporting Person was entitled to receive an aggregate of 10,000 shares of Common Stock but elected to relinquish an aggregate of 4,122 shares, which were cancelled by the Company in exchange for the Company’s agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting and delivery of the RSUs.
 
    On March 4, 2013, the Reporting Person received 8,594 shares of Common Stock upon vesting of RSUs. The Reporting Person was entitled to receive an aggregate of 14,620 shares of Common Stock but elected to relinquish an aggregate of 6,026 shares, which were cancelled by the Company in exchange for the Company’s agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting and delivery of the RSUs.
    On June 30, 2013, stock options (the “Stock Options”) became exercisable for 100,000 shares of Common Stock (with an exercise price of $8.025 per share and an expiration date of July 29, 2020). The Stock Options were granted to the Reporting Person on July 29, 2010.
 
    During the period commencing on February 6, 2012 and ending on March 4, 2013, the Reporting Person did not sell or otherwise dispose of any shares of Common Stock for any reason other than to cover the required taxes as disclosed above for such period.
 
    No consideration was paid by the Reporting Person for the shares received in respect of RSUs or the shares received from the GRAT.
 
    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 paragraphs (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 13D. 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 10,907,579 shares of Common Stock of the Company outstanding as of  July 30, 2013 (as contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed on August 1, 2013), the Reporting Person is the beneficial owner of 976,108 shares of Common Stock, including the 100,000 Stock Options (collectively, the “Reported Shares”), representing 8.9% of the issued and outstanding Common Stock of the Company.  The Reported Shares include 72,186 shares of Common Stock held by the Family Trust by virtue of the fact that the trustee is the Reporting Person’s wife, Ms. Celia J. Hartmann.
 
    The Reported Shares exclude: (i) the remaining 14,620 shares of Common Stock underlying RSUs granted to the Reporting Person on March 2, 2011, which vest on March 2, 2014; (ii) the remaining 21,559 shares of Common Stock underlying RSUs granted to the Reporting Person on February 14, 2012, of which 10,779 shares vest on February 14, 2014 and 10,780 shares vest on February 14, 2015; and (iii) the 20,062 shares of Common Stock underlying RSUs granted to the Reporting Person on February 20, 2013, of which 6,687 shares vest on each of February 20, 2014 and February 20, 2015, and 6,688 shares vest on February 20, 2016.
 
    (b)           The Reporting Person has the sole power to vote or direct the vote of, and to dispose of or direct the disposition of, all of the Reported Shares except the 72,186 shares of Common Stock held by the Family Trust. The Reporting Person may be deemed to share with his wife, trustee for the Family Trust, voting and dispositive power with respect to the 72,186 Reported Shares held by the Family Trust.  Ms. Celia J. Hartmann’s business address is The Metropolitan Museum of Art, 1000 Fifth Avenue, New York, NY 10028, and her principal occupation is Senior Associate for Archival Processing.  During the past five years, Ms. Hartmann has not been convicted in any criminal proceeding described in Item 2(d) of Schedule 13D nor has she been a party to any civil proceeding described in Item 2(e) of Schedule 13D.  Ms. Hartmann is a citizen of the United States and a resident of New York.
 
    (c)           Except as described herein, the Reporting Person has not effected any transactions in the Reported Shares during the past sixty days.
 
    (d)           With respect to the 72,186 Reported Shares held by the Family Trust, the Family Trust has the right to receive dividends from, or the proceeds from the sale of, such Reported Shares.
 
    (e)           Not applicable.
 
 
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 (and the description of the stock options and RSUs set forth in Item 5(a) above) are incorporated into this Item 6 by reference as if fully set forth herein.
 
 
 
 
 
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  
 Dated: August 26, 2013   Jonathan Garfield