|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Spectrum
Equity Investors IV, L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
10,833,332
|
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
10,833,332
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,833,332
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.6%
|
||
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
||
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Spectrum
Equity Investors Parallel IV, L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
10,833,332
|
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
10,833,332
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,833,332
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.6%
|
||
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
||
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Spectrum
IV Investment Managers’ Fund, L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
10,833,332
|
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
10,833,332
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,833,332
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.6%
|
||
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
||
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Spectrum
Equity Associates IV, L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
10,833,332
|
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
10,833,332
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,833,332
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.6%
|
||
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
||
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brion
B. Applegate
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
10,833,332
|
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
10,833,332
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,833,332
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.6%
|
||
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William
P. Collatos
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
10,833,332
|
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
10,833,332
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,833,332
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.6%
|
||
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Randy
J. Henderson
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
10,833,332
|
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
10,833,332
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,833,332
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.6%
|
||
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael
J. Kennealy
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
10,833,332
|
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
10,833,332
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,833,332
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.6%
|
||
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kevin
J. Maroni
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
10,833,332
|
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
10,833,332
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,833,332
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.6%
|
||
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Victor
E. Parker, Jr.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
10,833,332
|
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
10,833,332
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,833,332
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.6%
|
||
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||
|
Item
1(a).
|
Name
of Issuer: RiskMetrics
Group, Inc. (the “Issuer”).
|
|
Item 1(b).
|
Address of Issuer’s
Principal Executive Offices:
|
|
One
Chase Manhattan Plaza, 44th Floor, New York, New York
10005.
|
|
Item 2(a).
|
Names
of Persons Filing: This
statement is being filed by Spectrum Equity Investors IV, L.P. (“SEI IV”);
Spectrum Equity Investors Parallel IV, L.P. (“SEI Parallel IV”); Spectrum
IV Investment Managers’ Fund, L.P. (“IMF IV”); Spectrum Equity Associates
IV, L.P. (“SEA IV”), which is the general partner of SEI IV and SEI
Parallel IV; and Brion B. Applegate (“Applegate”), William P. Collatos
(“Collatos”), Randy J. Henderson (“Henderson”), Michael J. Kennealy
(“Kennealy”), Kevin J. Maroni (“Maroni”), and Victor E. Parker, Jr.
(“Parker”) (collectively, the “Individual General
Partners”). The persons named in this paragraph are referred to
individually herein as a “Reporting Person” and collectively as the
“Reporting Persons.”
|
|
Item 2(b).
|
Address
of Principal Business Office or, if None, Residence: The address of the
principal business office of SEI IV, SEI Parallel IV, IMF IV, SEA IV,
Collatos, Kennealy and Maroni is Spectrum Equity Investors, One
International Place, 29th
Floor, Boston, MA 02110. The address of the principal business
office of Applegate, Henderson and Parker is Spectrum Equity Investors,
333 Middlefield Road, Suite 200, Menlo Park, CA
94025.
|
|
Item 2(c).
|
Citizenship: SEI IV, SEI
Parallel IV, IMF IV and SEA IV are limited partnerships organized under
the laws of the State of Delaware. Each of the Individual
General Partners is a United States
citizen.
|
|
Item 2(d).
|
Title
of Class of Securities: Common
Stock, $.01 par value (“Common
Stock”).
|
|
Item 2(e).
|
CUSIP
Number: 767735103.
|
|
Item 3.
|
If this statement is
filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
|
|
Not
applicable.
|
|
|
Item
4.
|
Ownership. |
|
(a)
|
Amount
Beneficially Owned: SEI IV is the record owner of 10,643,750 shares of
Common Stock as of December 31, 2008 (the “SEI IV Shares”). As
the sole general partner of SEI IV, SEA IV may be deemed to own
beneficially the SEI IV Shares. As the individual general
partners of SEA IV, the sole general partner of SEI IV, each of the
Individual General Partners may also be deemed to own beneficially the SEI
IV Shares.
SEI
Parallel IV is the record owner of 62,832 shares of Common Stock as of
December 31, 2008 (the “SEI Parallel IV Shares”). As the sole
general partner of SEI Parallel IV, SEA IV may be deemed to own
beneficially the SEI Parallel IV Shares. As the individual
general partners of SEA IV, the sole general partner of SEI Parallel IV,
each of the Individual General Partners may also be deemed to own
beneficially the SEI Parallel IV
Shares.
|
|
IMF
IV is the record owner of 126,750 shares of Common Stock as of December
31, 2008 (the “IMF IV Shares”). As the general partners of IMF
IV each of the Individual General Partners may be deemed to own
beneficially the IMF IV Shares.
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 SEI IV Shares, the SEI Parallel IV Shares and
the IMF IV Shares for an aggregate of 10,833,332
shares.
|
|
(b)
|
Percent
of Class: See Line 11 of cover sheets. The
percentages set forth on the cover sheets are calculated based on
61,382,497 shares of Common Stock reported to be outstanding by the Issuer
as of November 3, 2008 in Form 10-Q as filed with the Securities and
Exchange Commission on November 5, 2008 for the period ending September
30, 2008.
|
|
(c)
|
Number
of shares as to which such person
has:
|
|
|
(i)
|
sole
power to vote or to direct the vote: See Line 5 of cover
sheets.
|
|
|
(ii)
|
shared
power to vote or to direct the vote: See Line 6 of cover
sheets.
|
|
|
(iii)
|
sole
power to dispose or to direct the disposition of: See Line 7 of
cover sheets.
|
|
|
(iv)
|
shared
power to dispose or to direct the disposition of: See Line 8 of cover
sheets.
|
|
|
Each
Reporting Person disclaims beneficial ownership of such shares of Common
Stock except for the shares, if any, such Reporting Person holds of
record.1
|
|
Item
5.
|
Ownership of Five
Percent or Less of a Class.
|
|
Item
6.
|
Ownership of More than
Five Percent on Behalf of Another
Person.
|
|
Item
7.
|
Identification and
Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding
Company.
|
|
Item
8.
|
Identification and
Classification of Members of the
Group.
|
|
Item
9.
|
Notice of Dissolution
of Group.
|
|
Item
10.
|
Certification.
|
|
By:
|
Spectrum
Equity Associates IV, L.P.,
its general
partner
|
|
By:
|
Spectrum
Equity Associates IV, L.P.,
its general
partner
|
|
*
Brion B. Applegate |
|
*
William
P. Collatos
|
|
*
Randy J. Henderson |
|
*
Michael J. Kennealy |
|
*
Kevin J. Maroni |
|
*
Victor E. Parker, Jr. |
|
*By:
/s/ Brion B. Applegate
Brion
B. Applegate
As
attorney-in-fact
|
|
By:
|
Spectrum
Equity Associates IV, L.P.,
its general
partner
|
|
By:
|
Spectrum
Equity Associates IV, L.P.,
its general
partner
|
|
*
Brion B. Applegate |
|
*
William
P. Collatos
|
|
*
Randy J. Henderson |
|
*
Michael J. Kennealy |
|
*
Kevin J. Maroni |
|
*
Victor E. Parker, Jr. |
|
*By:
/s/ Brion B. Applegate
Brion
B. Applegate
As
attorney-in-fact
|
|
/s/ Brion B. Applegate
Brion
B. Applegate
/s/ William P. Collatos
William
P. Collatos
/s/ Benjamin M. Coughlin
Benjamin
M. Coughlin
/s/ Randy J. Henderson
Randy
J. Henderson
/s/ Michael J. Kennealy
Michael
J. Kennealy
/s/ Kevin J. Maroni
Kevin
J. Maroni
/s/ Christopher T. Mitchell
Christopher
T. Mitchell
/s/ Victor E. Parker, Jr.
Victor
E. Parker, Jr. |