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DUF Duff & Phelps Corp. Class A

15.54
0.00 (0.00%)
Pre Market
Last Updated: 00:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
Duff & Phelps Corp. Class A NYSE:DUF NYSE Ordinary Share
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 15.54 0.00 00:00:00

- Statement of Changes in Beneficial Ownership (4)

03/01/2013 8:01pm

Edgar (US Regulatory)


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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Levy Sander M.
2. Issuer Name and Ticker or Trading Symbol

Duff & Phelps Corp [ DUF ]
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 VESTAR CAPITAL PARTNERS IV, L.P., 245 PARK AVENUE, 41ST FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

12/31/2012
(Street)

NEW YORK, NY US 10167
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Class A common stock   12/31/2012     M    961799   A   (1) 961799   I   see footnotes   (2) (3)
Class A common stock                  18714   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Duff & Phelps Acquisitions, LLC New Class A Units     (1) 12/31/2012     M         961799      (1)   (1) Class A common stock   961799.0     (1) 0   I   see footnotes   (2) (3)

Explanation of Responses:
( 1)  Pursuant to an exchange agreement entered into in connection with the closing of the initial public offering of Duff & Phelps Corporation (the "IPO"), holders of New Class A Units of Duff & Phelps Acquisitions, LLC ("DPA") issued in connection with the reorganization of DPA immediately prior to the consummation of the IPO may exchange their New Class A Units for Class A common stock of Duff & Phelps Corporation on a one-for-one basis, subject to the vesting, minimum retained ownership requirements and transfer restrictions and customary conversion rate adjustments for splits, unit distributions and reclassifications contained in the exchange agreement.
( 2)  Owned of record and beneficially by Vestar Capital Partners IV, L.P. and Vestar/D&P Holdings, LLC. The address of Vestar Capital Partners IV, L.P. and Vestar/D&P Holdings, LLC is 245 Park Avenue, 41st Floor, New York, NY 10167.
( 3)  As a Managing Director of Vestar Associates Corporation IV, which is the general partner of Vestar Associates IV, L.P., which is the general partner of Vestar Capital Partners IV, L.P., and the manager of Vestar/D&P Holdings LLC, Mr. Levy may be deemed to share beneficial ownership of the shares held respectively by Vestar Capital Partners IV, L.P. and Vestar/D&P Holdings, LLC. Mr. Levy disclaims beneficial ownership of such shares and any other shares held by affiliates of Vestar Capital Partners, except to the extent of his pecuniary interest therein, if any.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Levy Sander M.
C/O VESTAR CAPITAL PARTNERS IV, L.P.
245 PARK AVENUE, 41ST FLOOR
NEW YORK, NY US 10167
X



Signatures
/s/ Edward S. Forman as Attorney-in-Fact for Sander M. Levy 1/3/2013
** Signature of Reporting Person Date


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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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1 Month Duff & Phelps Corp. Class A Chart