Sec Form 4 Filing - MORSE PETER C @ Bankrate, Inc. - 2017-05-17

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
MORSE PETER C
2. Issuer Name and Ticker or Trading Symbol
Bankrate, Inc. [ RATE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O BANKRATE, INC., 1675 BROADWAY, 22ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/17/2017
(Street)
NEW YORK, NY10019
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 05/17/2017 G V 41,145 D 2,686,288 D
Common Stock 05/26/2017 G V 938,000 D 1,748,288 D
Common Stock 06/21/2017 A 14,475 ( 3 ) A $ 0 1,762,763 D
Common Stock 239,903 I 2015 GRAT #1
Common Stock 325,023 I 2015 GRAT #2
Common Stock 1,000,000 I 2016 GRAT
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 Se curities 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MORSE PETER C
C/O BANKRATE, INC.
1675 BROADWAY, 22ND FLOOR
NEW YORK, NY10019
X
Signatures
/s/ James R. Gilmartin, as attorney-in-fact 06/23/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reported transaction was a gift to an individual.
( 2 )Reported transaction was a gift to a charitable organization.
( 3 )Grant of 14,475 restricted stock units ("RSUs") pursuant to the Bankrate, Inc. 2015 Equity Compensation Plan, exempt under Rule 16b-3. The RSUs will vest on the first anniversary of the date of grant, subject to continued service through such anniversary and also to full or partial acceleration of vesting in the event of certain terminations of service or the occurrence of a change in control.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).

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