0000921895-12-000159.txt : 20120120 0000921895-12-000159.hdr.sgml : 20120120 20120120172253 ACCESSION NUMBER: 0000921895-12-000159 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120118 FILED AS OF DATE: 20120120 DATE AS OF CHANGE: 20120120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARTIN WILLIAM C CENTRAL INDEX KEY: 0001205885 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53718 FILM NUMBER: 12537808 MAIL ADDRESS: STREET 1: BANKRATE, INC. STREET 2: 11760 US HIGHWAY 1 SUITE 200 CITY: NORTH PALM BEACH STATE: FL ZIP: 33408 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CTM MEDIA HOLDINGS, INC. CENTRAL INDEX KEY: 0001463833 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 264831346 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 BUSINESS ADDRESS: STREET 1: 11 LARGO DRIVE SOUTH CITY: STAMFORD STATE: CT ZIP: 06907 BUSINESS PHONE: 203-323-5161 MAIL ADDRESS: STREET 1: 11 LARGO DRIVE SOUTH CITY: STAMFORD STATE: CT ZIP: 06907 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Raging Capital Fund, LP CENTRAL INDEX KEY: 0001360436 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53718 FILM NUMBER: 12537809 BUSINESS ADDRESS: STREET 1: TEN PRINCETON AVENUE CITY: ROCKY HILL STATE: NJ ZIP: 08553 BUSINESS PHONE: 609-910-0954 MAIL ADDRESS: STREET 1: TEN PRINCETON AVENUE CITY: ROCKY HILL STATE: NJ ZIP: 08553 FORMER NAME: FORMER CONFORMED NAME: RAGING CAPITAL FUND L P DATE OF NAME CHANGE: 20060424 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Raging Capital Management, LLC CENTRAL INDEX KEY: 0001444376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53718 FILM NUMBER: 12537807 BUSINESS ADDRESS: STREET 1: TEN PRINCETON AVENUE CITY: ROCKY HILL STATE: NJ ZIP: 08553 BUSINESS PHONE: 6099100954 MAIL ADDRESS: STREET 1: TEN PRINCETON AVENUE CITY: ROCKY HILL STATE: NJ ZIP: 08553 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Raging Capital Fund (QP), LP CENTRAL INDEX KEY: 0001467569 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53718 FILM NUMBER: 12537806 BUSINESS ADDRESS: STREET 1: TEN PRINCETON AVENUE CITY: ROCKY HILL STATE: NJ ZIP: 08853 BUSINESS PHONE: 917-549-8868 MAIL ADDRESS: STREET 1: TEN PRINCETON AVENUE CITY: ROCKY HILL STATE: NJ ZIP: 08853 4 1 form407738009_01202012.xml OWNERSHIP DOCUMENT X0304 4 2012-01-18 0 0001463833 CTM MEDIA HOLDINGS, INC. CTMM.PK 0001205885 MARTIN WILLIAM C TEN PRINCETON AVENUE ROCKY HILL NJ 08553 0 0 1 0 0001444376 Raging Capital Management, LLC TEN PRINCETON AVENUE ROCKY HILL NJ 08553 0 0 1 0 0001360436 Raging Capital Fund, LP TEN PRINCETON AVENUE ROCKY HILL NJ 08553 0 0 1 0 0001467569 Raging Capital Fund (QP), LP TEN PRINCETON AVENUE ROCKY HILL NJ 08553 0 0 1 0 Class B Common Stock, par value $0.01 2012-01-18 4 P 0 13794 38.00 A 48320 I By Raging Capital Fund (QP), LP Class B Common Stock, par value $0.01 35096 I By Raging Capital Fund, LP Class B Common Stock, par value $0.01 250 D Class A Common Stock, par value $0.01 2012-01-18 4 P 0 3231 38.00 A 4611 I By Raging Capital Fund (QP), LP Class A Common Stock, par value $0.01 1769 I By Raging Capital Fund, LP This Form 4 is filed jointly by Raging Capital Fund, LP ("Raging Capital Fund"), Raging Capital Fund (QP), LP ("Raging Capital Fund QP"), Raging Capital Management, LLC ("Raging Capital") and William C. Martin (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Represents securities owned directly by Raging Capital Fund QP. As the general partner of Raging Capital Fund QP, Raging Capital may be deemed to beneficially own the securities owned directly by Raging Capital Fund QP. As the managing member of Raging Capital, Mr. Martin may be deemed to beneficially own the securities owned directly by Raging Capital Fund QP. Represents securities owned directly by Raging Capital Fund. As the general partner of Raging Capital Fund, Raging Capital may be deemed to beneficially own the securities owned directly by Raging Capital Fund. As the managing member of Raging Capital, Mr. Martin may be deemed to beneficially own the securities owned directly by Raging Capital Fund. By: /s/ Frederick C. Wasch as attorney-in-fact for William C. Martin 2012-01-20 By: Raging Capital Management, LLC, By: /s/ Frederick C. Wasch as attorney-in-fact for William C. Martin, Managing Member 2012-01-20 By: Raging Capital Fund, LP, By: Raging Capital Management, LLC, General Partner, By: /s/ Frederick C. Wasch as attorney-in-fact for William C. Martin, Managing Member 2012-01-20 By: Raging Capital Fund (QP), LP, By: Raging Capital Management, LLC, General Partner, By: /s/ Frederick C. Wasch as attorney-in-fact for William C. Martin, Managing Member 2012-01-20 EX-24 2 ex241to07738was.htm POWER OF ATTORNEY Unassociated Document
POWER OF ATTORNEY
 
Know all by these presents, that each of the undersigned hereby constitutes and appoints Frederick C. Wasch signing singly, the undersigned's true and lawful attorney-in-fact to:
 
1.           Execute for and on behalf of the undersigned all documents relating to the business of Raging Capital Management, LLC, Raging Capital Fund, LP and Raging Capital Fund (QP), LP, including, but not limited to, all filings with the Securities and Exchange Commission, any stock exchange and any other regulatory, administrative or similar authority, and all memoranda, correspondence, communications or the like, except that such attorney-in-­fact shall have no power to execute any document that has the effect of creating a financial commitment or financial obligation of Raging Capital Management, LLC, Raging Capital Fund, LP or Raging Capital Fund (QP), LP or their affiliates.
 
2.           Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such document with the appropriate authority.
 
3.           Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
 
Each of the undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in­fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. Each of the undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with any rules or regulations including federal securities laws.
 
This Power of Attorney shall remain in full force and effect until December 31, 2012 unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-­in-fact.
 
[Signatures on Following Page]
 
 
 
 
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this lst day of September, 2011.
 
 

 
Raging Capital Fund, LP
   
 
By:
Raging Capital Management, LLC
General Partner
 
 
By:
/s/ William C. Martin
   
Name:
William C. Martin
   
Title:
Managing Member


 
Raging Capital Fund (QP), LP
     
 
By:
Raging Capital Management, LLC
General Partner
 
 
By:
/s/ William C. Martin
   
Name:
William C. Martin
   
Title:
Managing Member


 
Raging Capital Management, LLC
   
 
By:
/s/ William C. Martin
   
Name:
William C. Martin
   
Title:
Managing Member


 
/s/ William C. Martin
 
William C. Martin