Statement of Changes in Beneficial Ownership (4)
14 May 2022 - 6:14AM
Edgar (US Regulatory)
FORM 4
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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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OMB APPROVAL
OMB Number:
3235-0287
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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
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Stephenson Scott G |
2. Issuer Name and Ticker or Trading Symbol
Verisk Analytics, Inc.
[
VRSK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO and President |
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(Last)
(First)
(Middle)
C/O VERISK ANALYTICS, INC., 545 WASHINGTON BOULEVARD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/11/2022 |
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(Street)
JERSEY CITY, NJ 07310
(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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| Common Stock | 5/11/2022 | | M | | 168352 | A | $59.74 | 880608 | I | By Trust (1) |
| Common Stock | 5/11/2022 | | S | | 53138 | D | $174.70 (2) | 827470 | I | By Trust (1) |
| Common Stock | 5/11/2022 | | S | | 25115 | D | $175.77 (3) | 802355 | I | By Trust (1) |
| Common Stock | 5/11/2022 | | S | | 64540 | D | $176.68 (4) | 737815 | I | By Trust (1) |
| Common Stock | 5/11/2022 | | S | | 21999 | D | $177.72 (5) | 715816 | I | By Trust (1) |
| Common Stock | 5/11/2022 | | S | | 3560 | D | $178.36 (6) | 712256 | I | By Trust (1) |
| Common Stock | 5/12/2022 | | M | | 167187 | A | $71.53 | 879443 | I | By Trust (1) |
| Common Stock | 5/12/2022 | | S | | 30132 | D | $171.72 (7) | 849311 | I | By Trust (1) |
| Common Stock | 5/12/2022 | | S | | 33527 | D | $172.82 (8) | 815784 | I | By Trust (1) |
| Common Stock | 5/12/2022 | | S | | 46041 | D | $173.72 (9) | 769743 | I | By Trust (1) |
| Common Stock | 5/12/2022 | | S | | 49444 | D | $174.68 (10) | 720299 | I | By Trust (1) |
| Common Stock | 5/12/2022 | | S | | 8043 | D | $175.39 (11) | 712256 | I | By Trust (1) |
| Common Stock | | | | | | | | 15000 | I | By LLC (12) |
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) | 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 (13) | $59.74 | 5/11/2022 | | M | | | 168352 | (14) | 4/1/2024 | Common Stock | 168352 | $0.00 | 0 | I | By Trust (15) |
| Stock Option (13) | $71.53 | 5/12/2022 | | M | | | 167187 | (14) | 4/1/2025 | Common Stock | 167187 | $0.00 | 0 | I | By Trust (15) |
| Explanation of Responses: |
| (1) | Represents shares held by the Scott G. Stephenson 2005 Trust of which Scott G. Stephenson is the sole trustee. |
| (2) | These shares were sold pursuant to a 10b5-1 plan entered into by Mr. Stephenson on May 6, 2022. This sale price is a weighted average sale price that represents the sale of these shares of Common Stock at prices ranging from $174.25 to $175.24, inclusive. The reporting person undertakes to provide upon request by the SEC staff, the Issuer or any security holder of the Issuer, full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth in this footnote (2). |
| (3) | These shares were sold pursuant to a 10b5-1 plan entered into by Mr. Stephenson on May 6, 2022. This sale price is a weighted average sale price that represents the sale of these shares of Common Stock at prices ranging from $175.25 to $176.24, inclusive. The reporting person undertakes to provide upon request by the SEC staff, the Issuer or any security holder of the Issuer, full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth in this footnote (3). |
| (4) | These shares were sold pursuant to a 10b5-1 plan entered into by Mr. Stephenson on May 6, 2022. This sale price is a weighted average sale price that represents the sale of these shares of Common Stock at prices ranging from $176.25 to $177.24, inclusive. The reporting person undertakes to provide upon request by the SEC staff, the Issuer or any security holder of the Issuer, full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth in this footnote (4). |
| (5) | These shares were sold pursuant to a 10b5-1 plan entered into by Mr. Stephenson on May 6, 2022. This sale price is a weighted average sale price that represents the sale of these shares of Common Stock at prices ranging from $177.26 to $178.24, inclusive. The reporting person undertakes to provide upon request by the SEC staff, the Issuer or any security holder of the Issuer, full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth in this footnote (5). |
| (6) | These shares were sold pursuant to a 10b5-1 plan entered into by Mr. Stephenson on May 6, 2022. This sale price is a weighted average sale price that represents the sale of these shares of Common Stock at prices ranging from $178.25 to $178.61, inclusive. The reporting person undertakes to provide upon request by the SEC staff, the Issuer or any security holder of the Issuer, full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth in this footnote (6). |
| (7) | These shares were sold pursuant to a 10b5-1 plan entered into by Mr. Stephenson on May 6, 2022. This sale price is a weighted average sale price that represents the sale of these shares of Common Stock at prices ranging from $171.23 to $172.21, inclusive. The reporting person undertakes to provide upon request by the SEC staff, the Issuer or any security holder of the Issuer, full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth in this footnote (7). |
| (8) | These shares were sold pursuant to a 10b5-1 plan entered into by Mr. Stephenson on May 6, 2022. This sale price is a weighted average sale price that represents the sale of these shares of Common Stock at prices ranging from $172.23 to $173.22, inclusive. The reporting person undertakes to provide upon request by the SEC staff, the Issuer or any security holder of the Issuer, full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth in this footnote (8). |
| (9) | These shares were sold pursuant to a 10b5-1 plan entered into by Mr. Stephenson on May 6, 2022. This sale price is a weighted average sale price that represents the sale of these shares of Common Stock at prices ranging from $173.24 to $174.22, inclusive. The reporting person undertakes to provide upon request by the SEC staff, the Issuer or any security holder of the Issuer, full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth in this footnote (9). |
| (10) | These shares were sold pursuant to a 10b5-1 plan entered into by Mr. Stephenson on May 6, 2022. This sale price is a weighted average sale price that represents the sale of these shares of Common Stock at prices ranging from $174.23 to $175.22 inclusive. The reporting person undertakes to provide upon request by the SEC staff, the Issuer or any security holder of the Issuer, full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth in this footnote (10). |
| (11) | These shares were sold pursuant to a 10b5-1 plan entered into by Mr. Stephenson on May 6, 2022. This sale price is a weighted average sale price that represents the sale of these shares of Common Stock at prices ranging from $175.23 to $175.81, inclusive. The reporting person undertakes to provide upon request by the SEC staff, the Issuer or any security holder of the Issuer, full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth in this footnote (11). |
| (12) | Represents shares held by a limited liability company in which (i) Mr. Stephenson and his wife hold all of the voting interests of the limited liability company and (ii) a family trust, which Mr. Stephenson's wife is trustee, holds all of the non-voting interests of the limited liability company. |
| (13) | This stock option was granted under the Issuer's 2013 Equity Incentive Plan. |
| (14) | Immediately. |
| (15) | Represents options held by the Scott G. Stephenson 2005 Trust of which Scott G. Stephenson is the sole trustee. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Stephenson Scott G
C/O VERISK ANALYTICS, INC.
545 WASHINGTON BOULEVARD
JERSEY CITY, NJ 07310 | X |
| CEO and President |
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Signatures
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| /s/ Kathy Card Beckles, Attorney-in-Fact | | 5/13/2022 |
| **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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