|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: 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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Trudeau Robert C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X | May be part of 13(d) group | ||
| HOAG JAY C C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
May be part of 13(d) group | |||
| KIMBALL RICK C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
May be part of 13(d) group | |||
| DREW JOHN C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
May be part of 13(d) group | |||
| REYNOLDS JON Q JR C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
May be part of 13(d) group | |||
| GRIFFITH WILLIAM C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
May be part of 13(d) group | |||
| Frederic D. Fenton Authorized signatory for Robert W. Trudeau | 06/03/2010 | |
| **Signature of Reporting Person | Date | |
| Frederic D. Fenton Authorized signatory for Jay C. Hoag | 06/03/2010 | |
| **Signature of Reporting Person | Date | |
| Frederic D. Fenton Authorized signatory for Richard H. Kimball | 06/03/2010 | |
| **Signature of Reporting Person | Date | |
| Frederic D. Fenton Authorized signatory for John L. Drew | 06/03/2010 | |
| **Signature of Reporting Person | Date | |
| Frederic D. Fenton Authorized signatory for Jon Q. Reynolds Jr. | 06/03/2010 | |
| **Signature of Reporting Person | Date | |
| Frederic D. Fenton Authorized signatory for William J.G. Griffith IV | 06/03/2010 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Pursuant to the terms of the Plan and Agreement of Merger, dated as of February 28, 2010, as amended, by and among MSCI Inc. ("MSCI"), Crossway Inc. and RiskMetrics Group, Inc. (the "Company"), at the effective time of the merger, each outstanding share of the Company's common stock was converted into the right to receive a combination of $16.35 in cash and 0.1802 shares of common stock of MSCI. |
| (2) | These shares of restricted stock were directly held by Robert W. Trudeau ("Trudeau"). Trudeau had the sole voting and dispositive power over the shares; however, TCV Management 2004, L.L.C. ("Management") owns 100% of the pecuniary interest therein. Trudeau disclaims beneficial ownership of such shares. Additionally, Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., and William J.G. Griffith IV (collectively, the "TCM Members") are members of Management, but disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. |
| (3) | These shares were directly held by Management. The TCM Members are members of Management, but disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. |
| (4) | These shares were directly held by TCV V, L.P. The TCM Members are Class A members of Technology Crossover Management V, L.L.C. ("TCM V"), which is a general partner of TCV V, L.P. The TCM Members and TCM V may be deemed to beneficially own shares held by TCV V, L.P., but the TCM Members and TCM V disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. |
| (5) | These shares were directly held by TCV Member Fund, L.P. The TCM Members are (i) Class A Members of TCM V, which is a general partner of TCV Member Fund, L.P., and (ii) limited partners of TCV Member Fund, L.P. The TCM Members and TCM V may be deemed to beneficially own shares held by TCV Member Fund, L.P., but the TCM Members and TCM V disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. |