Sec Form 4 Filing - Garfield Jonathan @ Reis, Inc. - 2018-10-13

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Garfield Jonathan
2. Issuer Name and Ticker or Trading Symbol
Reis, Inc. [ REIS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last) (First) (Middle)
C/O REIS, INC., 1185 AVENUE OF THE AMERICAS, 30TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
10/13/2018
(Street)
NEW YORK, NY10036
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/13/2018 U 36,093 D $ 23 0 I See footnote ( 1 )
Common Stock 10/13/2018 U 825,264 D $ 23 52,755 D
Common Stock ( 2 ) 10/15/2018 D 52,755 ( 3 ) D $ 23 0 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Option to Purchase ( 4 ) $ 8.025 10/15/2018 D 100,000 ( 4 ) 07/29/2020 Common Stock 100,000 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Garfield Jonathan
C/O REIS, INC.
1185 AVENUE OF THE AMERICAS, 30TH FLOOR
NEW YORK, NY10036
X Executive Vice President
Signatures
/s/ Mark P. Cantaluppi, as Attorney-in-fact 10/16/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported securities were held by the Jonathan Garfield Family Trust. The reporting person's wife is the trustee of the trust and certain relatives of the reporting person are beneficiaries of the trust. The reporting person disclaims beneficial ownership of these securities, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
( 2 )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").
( 3 )This amount reflects shares of common stock relating to restricted stock units that were cancelled as described above.
( 4 )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.

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