CUSIP No. 75936P 105
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13D
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Page 3 of 6
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This statement constitutes Amendment No. 1 (Amendment No. 1) to the statement on Schedule 13D filed with the Securities and Exchange Commission (the SEC) by Jonathan Garfield (the Reporting Person) in connection with the ownership of Common Stock, par value $0.02 per share (the Common Stock), of Reis, Inc.(
formerly Wellsford Real Properties, Inc.), a Maryland corporation (the Company), with its principal executive offices at 530 Fifth Avenue, New York, NY 10036.
In accordance with Exchange Act Rule 13d-2, this Amendment No. 1 amends and supplements only information that has materially changed since the June 8, 2007 filing by the Reporting Person of the Schedule 13D (the Schedule 13D). To the best knowledge of the Reporting Person, there has been no material change in the information set forth in response to Items 1, 2 and 3 of the Schedule 13D. Accordingly, those Items are omitted from this Amendment No. 1. Unless otherwise stated, the information set forth in the Schedule 13D remains accurate in all material respects. Unless otherwise defined herein, capitalized terms herein shall have the meanings set forth in the Schedule 13D.
Item 4.
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Purpose of Transaction
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Item 4 of the Schedule 13D is hereby
amended
and supplemented by adding the following:
On November 12, 2007, for estate planning purposes, the Reporting Person transferred by gift 240,000 shares of Common Stock (the Gifted Shares) to the Jonathan Garfield 2007 Grantor Retained Annuity Trust (the GRAT), an irrevocable trust whose trustee is Celia J. Hartmann, the wife of the Reporting Person. The GRAT has a three year term whereby at the end of each one year period during the term, the Reporting Person will receive from the GRAT a distribution of cash and/or shares of Common Stock equal to approximately one-third of the value of the Gifted Shares on the date they were transferred to the GRAT. At the end of the three year term, the remaining corpus of the GRAT, if any, will be distributed to trusts whose beneficiaries will be the children of the Reporting Person. During the term of the GRAT, Ms. Celia J. Hartmann, the trustee, retains sole voting
power and sole dispositive power with respect to any shares of Common Stock held by the GRAT.
Pursuant to the terms of the Lock-Up Agreement between the Reporting Person, Lloyd Lynford and the Company, dated May 30, 2007 (the Lock-Up Agreement), the GRAT entered into a Joinder Agreement with the Company, dated November 12, 2007 (the Joinder Agreement), binding the GRAT to the terms of the Lock-Up Agreement. The Lock-Up Agreement prohibits, among other things, sales of shares of Common Stock without the consent of the Company during a nine month period beginning on May 30, 2007.
A copy of the Lock-Up Agreement was filed as Exhibit 2 to the Reporting Persons Schedule 13D filed on June 8, 2007, and a copy of the Joinder Agreement is filed as Exhibit 1 to this Amendment No. 1 to Schedule 13D. The descriptions of the Lock-Up Agreement and the Joinder Agreement set forth in this Schedule 13D are qualified in their entirety by reference to the full text of the respective transaction documents.
CUSIP No. 75936P 105
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13D
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Page 4 of 6
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No consideration was paid by or to the Reporting Person for the transfer of the Gifted Shares to the GRAT or for the GRAT becoming a party to the Lock-Up Agreement.
Except as set forth on this Schedule 13D, the Reporting Person has no current plans or proposals with respect to any of the items described in (a) through (j) of Item 4 of Schedule 13D. The Reporting Person has not formulated any plans or proposals which relate to or would result in any matter required to be disclosed in response to paragraphs (a) through (j) of Item 4 of Schedule 13(d). However, the Reporting Person reserves the right to adopt such plans or proposals in the future.
Item 5.
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Interest in Securities of the Issuer
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Item 5 of the Schedule 13D is amended and restated in its entirety as follows:
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(a) Based on the 10,984,517 shares of Common Stock of the Company outstanding as of November 12, 2007 (as set forth in the Companys Quarterly Report on Form 10-Q filed on November 14, 2007), the Reporting Person is the beneficial owner of 736,388 shares of Common Stock (the Reported Shares), representing 6.7% of the issued and outstanding Common Stock of the Company. The Reported Shares include the 240,000 shares of Common Stock held by the GRAT by virtue of the fact that the Reporting Person is the primary beneficiary and the trustee is the Reporting Persons wife, Ms. Celia J. Hartmann.
(b) The Reporting Person has the sole power to vote or direct the vote of 496,388 Reported Shares and the sole power to dispose or direct the disposition of 397,510 Reported Shares (see section (d) below). The Reporting Person may be deemed to share with his wife, trustee for the GRAT, voting and dispotive power with respect to the 240,000 Reported Shares held by the GRAT.
(c) Except as described herein, the Reporting Person has not effected any transactions in the Reported Shares during the past sixty days.
(d) Of the 736,388 Reported Shares beneficially owned by the Reporting Person as a result of the merger consummated on May 30, 2007 (the Merger) between the Company and Reis, Inc., a Delaware corporation (Old Reis), 98,878 Reported Shares are currently being held in escrow and are subject to forfeiture during the two-year period following the Merger to satisfy any claims in the event of Old Reis' breach of its representations, warranties and covenants in the Merger Agreement. With respect to the 397,510 Reported Shares not held in escrow and not held by the GRAT, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Reported Shares. With respect to the 240,000 Reported Shares held by the GRAT, the GRAT has the right to receive dividends from,
or the proceeds from the sale of, such Reported Shares.
CUSIP No. 75936P 105
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13D
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Page 5 of 6
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:
The matters set forth in Item 4 above are incorporated in this Item 6 by reference as if fully set forth herein.
Item 7.
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Material to be Filed as Exhibits
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1.
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Joinder Agreement, dated November 12, 2007, by and among the Jonathan Garfield 2007 Grantor Retained Annuity Trust, the Lloyd Lynford 2007 Grantor Retained Annuity Trust and Reis, Inc.
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CUSIP No. 75936P 105
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13D
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Page 6 of 6
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Signatures
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 accurate.
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/s/ Jonathan Garfield
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Jonathan Garfield
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Dated: November 21, 2007
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