This statement constitutes Amendment No.6 (Amendment No.6) to the statement on Schedule 13D
filed with the Securities and Exchange Commission (the SEC) by Lloyd Lynford (the Reporting Person) in connection with the ownership of Common Stock, par value $0.02 per share (the Common Stock), of Reis, Inc., a
Maryland corporation (the Company), with its principal executive offices at 1185 Avenue of the Americas, New York, NY 10036, as such Schedule 13D has previously been amended and supplemented (the Schedule 13D).
In accordance with Act Rule
13d-2,
this Amendment No.6 amends and supplements only information that has materially
changed since the November 20, 2014 filing by the Reporting Person of Amendment No.5 to the Schedule 13D. 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 August 29, 2018, the Company, Moodys Corporation, a Delaware corporation (Moodys), and Moodys Analytics Maryland Corp., a
Maryland corporation and wholly-owned subsidiary of Moodys (Merger Sub), entered into an Agreement and Plan of Merger (the Merger Agreement), pursuant to which Merger Sub will commence a tender offer (the
Offer) to purchase all outstanding shares of Common Stock at a price of $23.00 per share of Common Stock (the Offer Price), subject to any required withholding of taxes, net to the selling stockholders in cash without
interest. Following completion of the Offer, Merger Sub will be merged with and into the Company, on the terms and subject to the conditions set forth in the Merger Agreement (the Merger), with the Merger to be effected pursuant to
Section 3-106.1 of the Maryland General Corporation Law, as amended, with the Company surviving the Merger as a wholly owned subsidiary of Moodys. At the effective time of the Merger, each share of Common Stock not purchased in the Offer
(other than the shares of Common Stock held directly or indirectly by any of the Companys wholly-owned subsidiaries or by Moodys or any of its subsidiaries (including Merger Sub)) will be converted into the right to receive an amount, in
cash and without interest, equal to the Offer Price.
On August 29, 2018, in connection with the execution of the Merger Agreement, the Reporting
Person entered into a Tender and Support Agreement with Moodys and Merger Sub (the Tender and Support Agreement), pursuant to which the Reporting Person has agreed to, among other things, tender all of his shares of Common Stock
that he beneficially owns in the Offer.
The foregoing summary of the material terms of the Tender and Support Agreement is not complete and is qualified
in its entirety by reference to the Tender and Support Agreement, which is filed as Exhibit 99.5 attached hereto and incorporated herein by reference.
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:
(a) Based on the 11,810,699 shares of Common Stock of the Company (which includes 241,000 shares of Common Stock reserved for issuance upon the exercise
of outstanding vested stock options) outstanding as of August 24, 2018 (as disclosed in the Merger Agreement), the Reporting Person is the beneficial owner of 1,349,412 shares of Common Stock, including 125,000 shares of Common Stock issuable
upon the exercise of vested stock options held by the Reporting Person (collectively, the Reported Shares), representing approximately 11.4% of the issued and outstanding Common Stock of the Company.
(b) The Reporting Person has the sole power to vote or direct the vote of and to dispose of or direct the disposition of all Reported Shares.
(c) Except as described herein, the Reporting Person has not effected any transactions in the Reported Shares during the past sixty days.
(d) Not applicable.
(e) Not applicable.
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 into this Item 6 by reference as if fully set forth herein.