Amended Statement of Beneficial Ownership (sc 13d/a)
November 08 2017 - 4:42PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Bankrate,
Inc.
(Name of issuer)
Common Stock,
$0.01 par value
(Title of Class of Securities)
06647F102
(CUSIP number)
Mitch Truwit
c/o Apax Partners, L.P.
601 Lexington Avenue, New York, New York 10022
(212) 753-6300
COPY TO:
Joshua N. Korff, P.C.
Leo M. Greenberg, P.C.
Kirkland & Ellis LLP
601 Lexington Avenue, New York, New York 10022
(212) 446-4800
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 8, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be
deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
SCHEDULE 13D
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CUSIP No. 06647F102
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Page
2
of 15
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(1)
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Names of
reporting persons
Ben Holding S.à r.l.
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(2)
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
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(3)
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SEC use only
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(4)
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Source of funds (see instructions)
Not Applicable
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(5)
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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(6)
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Citizenship or place of
organization
Luxembourg
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(7)
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Sole voting power
0
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(8)
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Shared voting power
0
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(9)
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Sole dispositive power
0
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(10)
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Shared dispositive power
0
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(11)
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Aggregate amount beneficially owned by each reporting person
0
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(12)
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
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(13)
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Percent of class represented by amount
in Row (11)
0%
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(14)
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Type of reporting person (see
instructions)
OO
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SCHEDULE 13D
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CUSIP No. 06647F102
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Page
3
of 15
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(1)
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Names of
reporting persons
Apax Europe VII GP Co. Ltd
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(2)
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
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(3)
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SEC use only
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(4)
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Source of funds (see instructions)
Not Applicable
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(5)
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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(6)
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Citizenship or place of
organization
Guernsey
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(7)
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Sole voting power
0
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(8)
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Shared voting power
0
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(9)
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Sole dispositive power
0
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(10)
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Shared dispositive power
0
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(11)
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Aggregate amount beneficially owned by each reporting person
0
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(12)
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
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(13)
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Percent of class represented by amount
in Row (11)
0%
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(14)
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Type of reporting person (see
instructions)
OO
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SCHEDULE 13D
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CUSIP No. 06647F102
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Page
4
of 15
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(1)
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Names of
reporting persons
Apax Europe VII GP L.P. Inc.
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(2)
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
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(3)
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SEC use only
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(4)
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Source of funds (see instructions)
Not Applicable
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(5)
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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(6)
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Citizenship or place of
organization
Guernsey
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(7)
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Sole voting power
0
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(8)
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Shared voting power
0
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(9)
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Sole dispositive power
0
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(10)
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Shared dispositive power
0
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(11)
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Aggregate amount beneficially owned by each reporting person
0
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(12)
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
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(13)
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Percent of class represented by amount
in Row (11)
0%
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(14)
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Type of reporting person (see
instructions)
OO
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SCHEDULE 13D
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CUSIP No. 06647F102
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Page
5
of 15
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(1)
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Names of
reporting persons
Apax Europe VII-1, L.P.
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(2)
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
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(3)
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SEC use only
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(4)
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Source of funds (see instructions)
Not Applicable
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(5)
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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(6)
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Citizenship or place of
organization
England
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(7)
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Sole voting power
0
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(8)
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Shared voting power
0
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(9)
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Sole dispositive power
0
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(10)
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Shared dispositive power
0
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(11)
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Aggregate amount beneficially owned by each reporting person
0
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(12)
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
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(13)
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Percent of class represented by amount
in Row (11)
0%
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(14)
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Type of reporting person (see
instructions)
OO
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SCHEDULE 13D
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CUSIP No. 06647F102
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Page
6
of 15
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(1)
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Names of
reporting persons
Apax Europe VII-A, L.P.
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(2)
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
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(3)
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SEC use only
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(4)
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Source of funds (see instructions)
Not Applicable
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(5)
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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(6)
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Citizenship or place of
organization
England
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(7)
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Sole voting power
0
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(8)
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Shared voting power
0
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(9)
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Sole dispositive power
0
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(10)
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Shared dispositive power
0
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(11)
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Aggregate amount beneficially owned by each reporting person
0
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(12)
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
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(13)
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Percent of class represented by amount
in Row (11)
0%
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(14)
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Type of reporting person (see
instructions)
OO
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SCHEDULE 13D
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CUSIP No. 06647F102
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Page
7
of 15
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(1)
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Names of
reporting persons
Apax Europe VII-B, L.P.
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(2)
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
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(3)
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SEC use only
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(4)
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Source of funds (see instructions)
Not Applicable
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(5)
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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(6)
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Citizenship or place of
organization
England
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(7)
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Sole voting power
0
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(8)
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Shared voting power
0
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(9)
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Sole dispositive power
0
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(10)
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Shared dispositive power
0
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(11)
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Aggregate amount beneficially owned by each reporting person
0
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(12)
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
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(13)
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Percent of class represented by amount
in Row (11)
0%
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(14)
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Type of reporting person (see
instructions)
OO
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SCHEDULE 13D
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CUSIP No. 06647F102
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Page
8
of 15
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(1)
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Names of
reporting persons
Apax Guernsey (Holdco) PCC Limited
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(2)
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
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(3)
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SEC use only
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(4)
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Source of funds (see instructions)
Not Applicable
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(5)
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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(6)
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Citizenship or place of
organization
Guernsey
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(7)
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Sole voting power
0
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(8)
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Shared voting power
0
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(9)
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Sole dispositive power
0
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(10)
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Shared dispositive power
0
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(11)
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Aggregate amount beneficially owned by each reporting person
0
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(12)
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
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(13)
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Percent of class represented by amount
in Row (11)
0%
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(14)
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Type of reporting person (see
instructions)
OO
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SCHEDULE 13D
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CUSIP No. 06647F102
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Page
9
of 15
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(1)
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Names of
reporting persons
Apax US VII, L.P.
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(2)
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
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(3)
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SEC use only
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(4)
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Source of funds (see instructions)
Not Applicable
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(5)
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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(6)
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Citizenship or place of
organization
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(7)
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Sole voting power
0
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(8)
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Shared voting power
0
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(9)
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Sole dispositive power
0
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(10)
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Shared dispositive power
0
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(11)
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Aggregate amount beneficially owned by each reporting person
0
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(12)
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
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(13)
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Percent of class represented by amount
in Row (11)
0%
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(14)
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Type of reporting person (see
instructions)
OO
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SCHEDULE 13D
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CUSIP No. 06647F102
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Page
10
of 15
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(1)
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Names of
reporting persons
Apax US VII GP, L.P.
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(2)
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
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(3)
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SEC use only
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(4)
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Source of funds (see instructions)
Not Applicable
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(5)
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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(6)
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Citizenship or place of
organization
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(7)
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Sole voting power
0
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(8)
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Shared voting power
0
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(9)
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Sole dispositive power
0
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(10)
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Shared dispositive power
0
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(11)
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Aggregate amount beneficially owned by each reporting person
0
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(12)
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
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(13)
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Percent of class represented by amount
in Row (11)
0%
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(14)
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Type of reporting person (see
instructions)
OO
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SCHEDULE 13D
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CUSIP No. 06647F102
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Page
11
of 15
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(1)
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Names of
reporting persons
Apax US VII GP, Ltd.
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(2)
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
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(3)
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SEC use only
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(4)
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Source of funds (see instructions)
Not Applicable
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(5)
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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(6)
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Citizenship or place of
organization
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(7)
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Sole voting power
0
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(8)
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Shared voting power
0
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(9)
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Sole dispositive power
0
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(10)
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Shared dispositive power
0
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(11)
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Aggregate amount beneficially owned by each reporting person
0
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(12)
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
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(13)
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Percent of class represented by amount
in Row (11)
0%
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(14)
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Type of reporting person (see
instructions)
OO
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SCHEDULE 13D
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CUSIP No. 06647F102
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Page
12
of 15
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This Amendment No. 1 (“
Amendment No. 1
”) amends and supplements the Schedule 13D filed with
the United States Securities and Exchange Commission (the “
SEC
”) on July 12, 2017 (the “
Original 13D
” and, together with Amendment No. 1, the “
Schedule 13D
”) with respect to the Items and matters
described below. The Schedule 13D is filed jointly on behalf of (i) Ben Holding S.à r.l. (“
Investor
”), (ii) Apax Europe VII GP Co. Ltd. (iii) Apax Europe VII GP L.P. Inc., (iv) Apax Europe VII-1, L.P., (v) Apax Europe VII-A,
L.P., (vi) Apax Europe VII-B, L.P., (vii) Apax Guernsey (Holdco) PCC Limited, (viii) Apax US VII, L.P., (ix) Apax US VII GP, L.P., and (x) Apax US VII GP, Ltd. (collectively, the “
Reporting Persons
”). Capitalized terms used in this
Amendment No. 1 but not otherwise defined herein have the meanings set forth in the Original 13D.
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Item 3.
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Source and Amount of Funds
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Item 3 of the Original 13D is amended by deleting “,
including the 37,703,694 shares of Common Stock which Ben Holding S.à r.l. holds as of the date of this Schedule 13D.”
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Item 4.
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Purpose of the Transaction.
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Item 4 of the Schedule 13D is amended and restated as
follows:
On November 8, 2017, Bankrate, Inc. (
the “Company
”) consummated the merger (the “
Merger
”)
contemplated by the Agreement and Plan of Merger (the “
Merger Agreement
”) dated as of July 2, 2017, among the Company, Red Ventures Holdco, LP, a North Carolina limited partnership (“
Parent
”), and Baton Merger
Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“
Merger Sub
”). Upon completion of the Merger, the Company became an indirect wholly owned subsidiary of Parent and each share of common stock, par
value $0.01 per share, of the Company (“
Common Stock
”), outstanding immediately prior to the effective time of the Merger (the “
Effective Time
”) (other than shares of Common Stock owned by the Company, Parent,
Merger Sub or any wholly owned subsidiary of the Company and shares of Common Stock owned by stockholders of the Company who properly demanded and did not withdraw a demand for, or lose their right to, appraisal rights pursuant to Section 262
of the General Corporation Law of the State of Delaware) was at the Effective Time automatically cancelled and converted into the right to receive $14.00 in cash, without interest (the “
Merger Consideration
”). As a result of the
Merger, the Reporting Persons no longer beneficially own any shares of Common Stock.
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Item 5.
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Interest in Securities of the Issuer.
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Clauses (a), (b), (c) and (e) of Item 5 of the
Schedule 13D are amended and restated as follows:
As a result of the Merger, none of the Reporting Persons beneficially own any shares
of Common Stock or have the power to vote or dispose of any shares of Common Stock.
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(c)
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See Item 4 above. On November 8, 2017, Investor received the Merger Consideration, for each share of Common Stock beneficially owned by Investor immediately prior to the Effective Time that was cancelled in accordance
with the Merger Agreement.
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(e)
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The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock on November 8, 2017.
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SCHEDULE 13D
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CUSIP No. 06647F102
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Page
13
of 15
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: November 8, 2017
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BEN HOLDING S.À R.L.
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By:
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/s/ Geoffrey Limpach
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Name:
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Geoffrey Limpach
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Title:
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Class A Manager
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By:
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/s/ Gerard Maitrejean
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Name:
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Gerard Maitrejean
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Title:
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Class B Manager
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APAX EUROPE VII GP CO. LTD
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By:
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/s/ A.W. Guille
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Name:
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A.W. Guille
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Title:
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Director
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APAX EUROPE VII GP L.P. INC.
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By:
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/s/ A.W. Guille
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Name:
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A.W. Guille
|
|
Title:
|
|
Director
|
|
|
|
APAX EUROPE VII-1, L.P.
|
|
|
|
|
By:
|
|
Apax Europe VII GP L.P. Inc.,
|
|
|
|
Its general partner
|
|
|
|
|
By:
|
|
Apax Europe VII GP Co. Ltd,
|
|
|
|
Its general partner
|
|
|
|
|
By:
|
|
/s/ A.W. Guille
|
|
Name:
|
|
A.W. Guille
|
|
Title:
|
|
Director
|
SCHEDULE 13D
|
|
|
|
|
|
|
|
|
CUSIP No. 06647F102
|
|
|
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|
Page
14
of 15
|
|
|
|
|
|
|
APAX EUROPE
VII-A,
L.P.
|
|
|
|
|
By:
|
|
Apax Europe VII GP L.P. Inc.,
|
|
|
|
Its general partner
|
|
|
|
|
By:
|
|
Apax Europe VII GP Co. Ltd,
|
|
|
|
Its general partner
|
|
|
|
|
By:
|
|
/s/ A.W. Guille
|
|
Name:
|
|
A.W. Guille
|
|
Title:
|
|
Director
|
|
|
|
APAX EUROPE
VII-B,
L.P.
|
|
|
|
|
By:
|
|
Apax Europe VII GP L.P. Inc.,
|
|
|
|
Its general partner
|
|
|
|
|
By:
|
|
Apax Europe VII GP Co. Ltd,
|
|
|
|
Its general partner
|
|
|
|
|
By:
|
|
/s/ A.W. Guille
|
|
Name:
|
|
A.W. Guille
|
|
Title:
|
|
Director
|
|
|
|
APAX GUERNSEY (HOLDCO) PCC LIMITED
|
|
|
|
|
By:
|
|
/s/ A.W. Guille
|
|
Name:
|
|
A.W. Guille
|
|
Title:
|
|
Director
|
SCHEDULE 13D
|
|
|
|
|
|
|
|
|
CUSIP No. 06647F102
|
|
|
|
|
Page
15
of 15
|
|
|
|
|
|
|
APAX US VII, L.P.
|
|
|
|
|
By:
|
|
Apax US VII GP, L.P.,
|
|
|
|
Its General Partner
|
|
|
|
|
By:
|
|
Apax US VII GP, Ltd.,
|
|
|
|
Its General Partner
|
|
|
|
|
By:
|
|
/s/ John F. Megrue
|
|
Name:
|
|
John F. Megrue
|
|
Title:
|
|
Vice President
|
|
|
|
APAX US VII GP, L.P.
|
|
|
|
|
By:
|
|
Apax US VII GP, Ltd.,
|
|
|
|
Its General Partner
|
|
|
|
|
By:
|
|
/s/ John F. Megrue
|
|
Name:
|
|
John F. Megrue
|
|
Title:
|
|
Vice President
|
|
|
|
APAX US VII GP, LTD.
|
|
|
|
|
By:
|
|
/s/ John F. Megrue
|
|
Name:
|
|
John F. Megrue
|
|
Title:
|
|
Vice President
|
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