| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RiskMetrics Group Inc [ RMG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/25/2008 | ||||||||||||||||||||||||||
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4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 01/25/2008 | S | 2,456,250 | D | $17.5 | 10,643,750 | D(1)(4)(5)(6) | |||
| Common Stock | 01/25/2008 | S | 14,500 | D | $17.5 | 62,832 | D(2)(4)(5)(6) | |||
| Common Stock | 01/25/2008 | S | 29,250 | D | $17.5 | 126,750 | D(3)(4)(5) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Securities held of record by Spectrum Equity Investors IV, L.P. ("SEI IV"). |
| 2. Securities held of record by Spectrum Equity Investors Parallel IV, L.P. ("SEI Parallel IV"). |
| 3. Securities held of record by Spectrum IV Investment Managers' Fund, L.P. ("IMF IV"). |
| 4. By virtue of their relationship as affiliated entities, whose controlling entities have overlapping individual controlling persons, each of the reporting persons may be deemed to share the power to direct the disposition and vote of the shares held of record by the other reporting persons. Each reporting person expressly disclaims beneficial ownership of all shares of Common Stock held by the reporting persons except to the extent of its actual pecuniary interest therein. |
| 5. Because decisions by Spectrum Equity Associates IV, L.P. ("SEA IV"), the entity serving as the general partner of both SEI IV and SEI Parallel IV, are generally made by the vote of six individual general partners, and decisions by the individual general partners of IMF IV are generally made by the vote of six general partners, no individual general partner of SEA IV or IMF IV has the power alone to direct the voting or disposition of the shares, and no such individual has the power to prevent the voting or disposition of such shares over his objection. |
| 6. Christopher T. Mitchell is a director of the Issuer and a limited partner of SEA IV. As a result, Mr. Mitchell may be deemed to share beneficial ownership of the shares of Common Stock owned by SEI IV and SEI Parallel IV. Mr. Mitchell expressly disclaims beneficial ownership of all shares held of record by SEI IV and SEI Parallel IV, except to the extent of his actual pecuniary interest therein. |
| Remarks: |
| /s/ Brion B. Applegate, as authorized signatory for SEI IV, SEI Parallel IV and IMF IV | 02/24/2009 | |
| /s/ Brion B. Applegate, as Attorney-in-Fact on behalf of Christopher T. Mitchell pursuant to a Power of Attorney which was filed with the SEC on February 17, 2009 and which Power of Attorney is incorporated herein by reference | 02/24/2009 | |
| ** 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 Number. | ||