0000899243-18-026833.txt : 20181016
0000899243-18-026833.hdr.sgml : 20181016
20181016192519
ACCESSION NUMBER: 0000899243-18-026833
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20181013
FILED AS OF DATE: 20181016
DATE AS OF CHANGE: 20181016
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lynford Lloyd
CENTRAL INDEX KEY: 0001400894
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12917
FILM NUMBER: 181125237
MAIL ADDRESS:
STREET 1: C/O REIS SERVICES LLC
STREET 2: 530 FIFTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10036
ISSUER:
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
BUSINESS ADDRESS:
STREET 1: 1185 AVENUE OF THE AMERICAS
STREET 2: FLOOR 30
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: 2129211122
MAIL ADDRESS:
STREET 1: 1185 AVENUE OF THE AMERICAS
STREET 2: FLOOR 30
CITY: NEW YORK
STATE: NY
ZIP: 10036
FORMER COMPANY:
FORMER CONFORMED NAME: WELLSFORD REAL PROPERTIES INC
DATE OF NAME CHANGE: 19970423
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2018-10-13
1
0001038222
Reis, Inc.
REIS
0001400894
Lynford Lloyd
C/O REIS, INC.
1185 AVENUE OF THE AMERICAS, 30TH FLOOR
NEW YORK
NY
10036
1
1
0
0
President & CEO
Common Stock
2018-10-13
4
U
0
1224412
23.00
D
67827
D
Common Stock
2018-10-15
4
D
0
67827
23.00
D
0
D
Option to Purchase
8.025
2018-10-15
4
D
0
125000
D
2020-07-29
Common Stock
125000
0
D
On October 15, 2018, Moody's Corporation ("Moody's") acquired the issuer pursuant to the Agreement and Plan of Merger, dated August 29, 2018, by and among Moody's Analytics Maryland Corp. ("Purchaser"), Moody's and the issuer (the "Merger Agreement"). In accordance with the Merger Agreement, Purchaser, a wholly-owned subsidiary of Moody's, was merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Moody's. Under the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of the issuer's common stock (including the shares of common stock relating to restricted stock units, but excluding shares of common stock held by Moody's, the issuer and their respective subsidiaries) was cancelled and converted into the right to receive $23.00 in cash (the "Merger Consideration").
This amount reflects shares of common stock relating to restricted stock units that were cancelled as described above.
The stock options granted in July 2010 vested ratably over three years, and thus were all vested prior to the Effective Time. The Merger Agreement provided that each stock option outstanding immediately prior to the Effective Time, whether or not then exercisable or vested, be cancelled and that each stock option with an exercise price that is less than the Merger Consideration be converted automatically into the right to receive promptly after the Effective Time an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the applicable per share exercise price of the stock option multiplied by (ii) the number of shares subject to the stock option immediately prior to the Effective Time, less applicable taxes required to be withheld with respect to such payment.
/s/ Mark P. Cantaluppi, as Attorney-in-fact
2018-10-16