- Statement of Changes in Beneficial Ownership (4)
June 03 2010 - 4:44PM
Edgar (US Regulatory)
FORM 4
[
X
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Daniels Eric
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2. Issuer Name
and
Ticker or Trading Symbol
RiskMetrics Group Inc
[
RISK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
PRINCIPAL ACCOUNTING OFFICER
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(Last)
(First)
(Middle)
C/O RISKMETRICS GROUP, INC., ONE CHASE MANHATTAN PLAZA, 44TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/1/2010
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(Street)
NEW YORK, NY 10005
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$16.50
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6/1/2010
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D
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2500
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(1)
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7/26/2017
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Common Stock
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2500
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(5)
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0
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D
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Stock Option (Right to Buy)
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$11.96
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6/1/2010
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D
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5625
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(2)
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2/23/2019
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Common Stock
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5625
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(5)
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0
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D
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Stock Option (Right to Buy)
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$17.50
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6/1/2010
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D
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2000
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(3)
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1/25/2018
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Common Stock
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2000
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(5)
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0
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D
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Stock Option (Right to Buy)
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$17.50
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6/1/2010
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D
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500
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7/16/2011
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1/25/2018
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Common Stock
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500
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(5)
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0
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D
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Stock Option (Right to Buy)
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$18.61
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6/1/2010
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D
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7500
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(4)
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2/11/2020
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Common Stock
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7500
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(5)
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0
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D
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Explanation of Responses:
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(
1)
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Options granted on July 26, 2007, which by their terms would vest in equal installments on July 26, 2010 and July 26, 2011.
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(
2)
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Options granted on February 23, 2009, which by their terms would vest in equal installments on December 31, 2010, December 31, 2011 and December 31, 2012.
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(
3)
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Options granted on January 25, 2008, which by their terms would vest in equal installments on December 31, 2010 and December 31, 2011.
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(
4)
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Options granted on February 11, 2010, which by their terms would vest in equal installments on December 31, 2010, December 31, 2011, December 31, 2012 and December 31, 2013.
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(
5)
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Pursuant to the terms of the Plan and Agreement of Merger (the "Merger Agreement"), 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 option to purchase one share of the Company's common stock was converted into an option to purchase 0.7260 shares of common stock of MSCI at an exercise price equal to the previous exercise price multiplied by 1.377410468.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Daniels Eric
C/O RISKMETRICS GROUP, INC.
ONE CHASE MANHATTAN PLAZA, 44TH FLOOR
NEW YORK, NY 10005
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PRINCIPAL ACCOUNTING OFFICER
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Signatures
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/s/ Eric Daniels
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6/3/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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