| CUSIP No. 06646V-10-8 |
Page
2 of 4 Pages
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1
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NAMES
OF REPORTING PERSONS
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Peter
C. Morse
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
9
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(b)
9
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS*
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N/A
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
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PURSUANT
TO ITEM 2(d) or 2(e)
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9
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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NUMBER
OF
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7
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SOLE
VOTING POWER
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4,713,375
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SHARES
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BENEFICIALLY
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8
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SHARED
VOTING POWER
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0
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OWNED
BY
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EACH
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9
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SOLE
DISPOSITIVE POWER
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4,713,375
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REPORTING
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
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0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED
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BY
EACH REPORTING PERSON
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4,713,375
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN
SHARES*
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9
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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26.0%
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14
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TYPE
OF REPORTING PERSON*
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IN
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Item
1.
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Security
and Issuer
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This
Statement relates to the Common Stock, par value $.01 per share
(“Common
Stock"), of Bankrate, Inc., a Florida corporation (the "Company").
The
address of the principal executive offices of the Company is 11760
U.S.
Highway One, Suite 500, North Palm Beach, Florida
33408.
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Item
2.
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Identity
and Background
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This
Statement is being filed by Peter C. Morse. Mr. Morse is a United
States
citizen whose business address is 100 Front Street, Suite 900,
West
Conshohocken, Pennsylvania 19428. Mr. Morse currently serves as
Chairman
of the Board of Directors of the Company.
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The
undersigned has not been convicted of any offense in a criminal
proceeding
(excluding traffic violations or similar misdemeanors) during the
past
five years. During the past five years, he has not been a party
to a civil
proceeding of a judicial or administrative body of competent jurisdiction
as a result of which he 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 pursuant
to
which he was found to have violated such laws.
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Item
5.
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Interest
in Securities of the Issuer
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The
undersigned may be regarded as the beneficial owner of 4,713,375
shares of
Common Stock, including 65,000 shares subject to presently exercisable
options held by the undersigned (the "Option Shares"), or approximately
26.0% of the aggregate of all shares of Common Stock currently
outstanding.
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The
undersigned has the sole power to vote or direct the voting of
4,713,375
shares, including the Option Shares, and has the sole power to
dispose or
direct the disposition of 4,713,375 of those shares.
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On
May 10, 2006, the undersigned sold 409,250 shares of Common Stock
as part
of a registered offering of Common Stock by Bankrate, Inc. The
price per
share was $48.25. Except for the sale of these shares on May 10,
2006, the
undersigned has not effected any transactions in the Common Stock
during
the past 60 days.
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Item
6.
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Contacts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer
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Except
as otherwise described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the
undersigned and any other person with respect to any securities
of the
Company.
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| Item 7. | Material to be Filed as Exhibits |
| None. |
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May
10, 2006
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(Date)
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/s/
Peter C. Morse
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(Signature)
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Peter
C.
Morse
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