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RISK Rismetrics Grp.

21.71
0.00 (0.00%)
After Hours
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
Rismetrics Grp. NYSE:RISK NYSE Ordinary Share
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 21.71 0.00 01:00:00

- Statement of Changes in Beneficial Ownership (4)

03/06/2010 9:46pm

Edgar (US Regulatory)


FORM 4
[ X ] 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
Expires: February 28, 2011
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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
                      

1. Name and Address of Reporting Person *

OBSTLER DAVID M
2. Issuer Name and Ticker or Trading Symbol

RiskMetrics Group Inc [ RISK ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

C/O RISKMETRICS GROUP, INC., ONE CHASE MANHATTAN PLAZA, 44TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

6/1/2010
(Street)

NEW YORK, NY 10005
(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
Common Stock, Par Value $0.01   6/1/2010     D    20000   D   (1) 0   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
Stock Option (Right to Buy)   $4.80   6/1/2010     D         362000      (2) 1/28/2015   Common Stock   362000     (8) 0   D    
Stock Option (Right to Buy)   $7.20   6/1/2010     D         62500      (3) 12/31/2015   Common Stock   62500     (8) 0   D    
Stock Option (Right to Buy)   $15.29   6/1/2010     D         6537    12/31/2010   12/31/2016   Common Stock   6537     (8) 0   D    
Stock Option (Right to Buy)   $15.29   6/1/2010     D         30962      (4) 12/31/2016   Common Stock   30962     (8) 0   D    
Stock Option (Right to Buy)   $17.50   6/1/2010     D         30000      (5) 1/25/2018   Common Stock   30000     (8) 0   D    
Stock Option (Right to Buy)   $17.50   6/1/2010     D         500      (6) 1/25/2018   Common Stock   500     (8) 0   D    
Stock Option (Right to Buy)   $11.96   6/1/2010     D         30000      (7) 2/23/2019   Common Stock   30000     (8) 0   D    

Explanation of Responses:
( 1)  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 share of the Company's common stock was converted into the right to receive a combination of $16.35 in cash and 0.1802 shares of common stock of MSCI.
( 2)  Options granted on January 28, 2005, all of which have vested as of December 31, 2009.
( 3)  Options granted on December 31, 2005, all of which have vested as of December 31, 2009.
( 4)  Options granted on December 31, 2006, 28,125 of which have vested as of December 31, 2009 and 2,837 of which by their terms would vest on December 31, 2010.
( 5)  Options granted on January 25, 2008, 15,000 of which have vested as of December 31, 2009 and 7,500 of which by their terms would vest on each of December 31, 2010 and December 31, 2011.
( 6)  Options granted on January 25, 2008, all of which have vested as of December 31, 2009.
( 7)  Options granted on February 23, 2009, 7,500 of which have vested as of December 31, 2009 and 7,500 of which by their terms would vest on each of December 31, 2010, December 31, 2011 and December 31, 2012.
( 8)  Pursuant to the terms of the Merger Agreement, 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
OBSTLER DAVID M
C/O RISKMETRICS GROUP, INC.
ONE CHASE MANHATTAN PLAZA, 44TH FLOOR
NEW YORK, NY 10005


Chief Financial Officer

Signatures
/s/ Steven Friedman, by power of attorney 6/3/2010
** 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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