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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Ross Donaldson M (Last) (First) (Middle) C/O BANKRATE, INC. 11760 US HIGHWAY 1 SUITE 200 (Street) NORTH PALM BEACH FL 33408 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Bankrate, Inc. [ RATE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) CEO, Bankrate.com
	3. Date of Earliest Transaction (Month/Day/Year) 02/19/2014
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/19/2014		M		116,667	A	$15	467,247(1)	D
Common Stock	02/19/2014		S(2)		258,950	D	$20.1125(3)	208,297(1)	D
Common Stock	02/19/2014		S(2)		7,717	D	$20.7224(4)	200,580(1)	D
2014 Performance Shares								76,276(5)	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$15	02/19/2014		M			116,667	06/16/2012(6)	06/16/2018	Common Stock	116,667	$0	283,333	D

Explanation of Responses:

1. Includes 77,689 restricted shares.

2. The transaction was pursuant to a 10b5-1 trading plan.

3. These shares of common stock were sold at prices between $19.555 and $20.55. The price reported above reflects the weighted-average sale price. The reporting person will provide upon request to the SEC staff, the Issuer, or any security holder of the Issuer full information regarding the number of shares sold at each separate price.

4. These shares of common stock were sold at prices between $20.56 and $20.75. The price reported above reflects the weighted-average sale price. The reporting person will provide upon request to the SEC staff, the Issuer, or any security holder of the Issuer full information regarding the number of shares sold at each separate price.

5. Represents the "target" number of shares of common stock. The actual number of shares of common stock that will vest will depend on the Company's financial performance in respect of the 2014 and 2015 calendar years and could be as many as one and a half times the number of performance shares initially granted or as few as zero shares. Half of the shares that are earned will vest following the determination of the award value following the end of 2015 and the remaining half will vest on the third anniversary of the grant date, subject to continued employment through the applicable vesting dates. The shares are also subject to full or partial acceleration in the event of certain terminations of employment or the occurrence of certain terminations of employment following a change in control.

6. 25% of the options vest and become exercisable on the first anniversary of the grant date, with the remaining options vesting and becoming exercisable in approximately equal monthly installments over the following thirty-six months.

Remarks:

	/s/ James R. Gilmartin, as attorney-in-fact	02/21/2014
	** 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).
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