| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/29/2018 | 3. Issuer Name and Ticker or Trading Symbol Reis, Inc. [ REIS ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common stock(1)(2)(3)(4) | 0(1)(2)(3)(4) | I(1)(2)(3)(4) | See Footnotes(1)(2)(3)(4) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The Reporting Persons do not beneficially own any equity securities of Reis, Inc. (the "Issuer"). The Reporting Persons are filing this Form 3 solely due to the entry into two Tender and Support Agreements dated as of August 29, 2018 (the "Tender Agreements"), by and among the Reporting Persons and each of (a) Jonathan Garfield, Jonathan T. Garfield 2016 Qualified Annuity Trust and Jonathan Garfield Family Trust in the case of the one Tender and Support Agreement, and (b) Lloyd Lynford, Lloyd N. Lynford 2016 Qualified Annuity Trust and Lloyd N. Lynford 2017 Qualified Annuity Trust in the case of the other Tender and Support Agreement (each of the persons referenced in (a) and (b) above, a "Stockholder"), |
| 2. (Continued from Footnote 1) representing an aggregate of 2,310,769 shares of the Issuer's common stock (which includes 225,000 shares issuable upon the exercise of vested stock options) beneficially owned by the Stockholders, which represent approximately 19.6% of Issuer's total outstanding shares based on 11,810,699 shares outstanding as of August 24, 2018 (which (i) includes 241,000 shares reserved for issuance upon the exercise of outstanding vested stock options and (ii) excludes 2,557,456 shares held by wholly-owned subsidiaries of the Issuer). |
| 3. The Tender Agreements were entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 29, 2018, by and among the Reporting Persons and the Issuer. For additional information regarding the Tender Agreements and the Merger Agreement, see Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 10, 2018. |
| 4. The Reporting Persons exercise voting power in limited situations over such shares of the Issuer's common stock through the grant of an irrevocable proxy by each of the Stockholders pursuant to the Tender Agreements. The Reporting Persons have no pecuniary interest in any of such shares of the Issuer's common stock. |
| Remarks: |
| /s/ John J. Goggins, Executive Vice President and General Counsel, on behalf of Moody's Corporation | 09/10/2018 | |
| /s/ Elizabeth M. McCarroll, Corporate Secretary, on behalf of Moody's Analytics Maryland Corp. | 09/10/2018 | |
| ** 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 5 (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 Number. | ||
