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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Forward sale contract (obligation to sell) (1) (2) | (1) (2) | 03/09/2011 | J(1)(2) | 1 (1) (2) | (1)(2) | (1)(2) | Class A Common Stock | 200,000 (1) (2) | $ 0 | 1 (1) (2) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BANFIELD CAROLE J C/O VERISK ANALYTICS, INC. 545 WASHINGTON BOULEVARD JERSEY CITY, NJ 07310 |
EVP-Info Svc and GovtRelations | |||
| /s/ Kenneth E. Thompson, Attorney-in-Fact | 03/11/2011 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On March 9, 2011, the reporting person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contract provides that the reporting person will deliver on November 14, 2012, November 15, 2012 and November 16, 2012 (the "Maturity Dates") up to 66,666, 66,667 and 66,667 shares of Class A Common Stock (each, a "Base Amount" of shares) (or, at the option of the reporting person, the cash equivalent of such shares), respectively, on the applicable Maturity Date. The number of shares of Class A Common Stock to be delivered on the applicable Maturity Date is to be determined by multiplying the applicable Base Amount by the Exchange Ratio, which will be determined as follows: |
| (2) | (a) if the price of Class A Common Stock on the Maturity Date (the "Maturity Price") is equal to or less than $32.3656, the Exchange Ratio will be one; (b) if the Maturity Price is greater than $32.3656 but equal to or less than $38.8387, the Exchange Ratio will be equal to $32.3656 divided by the Maturity Price; and (c) if the Maturity Price is greater than $38.8387, the Exchange Ratio will be equal to one minus a fraction the numerator of which is equal to $38.8387 minus $32.3656 and the denominator of which is equal to the Maturity Price. In exchange for the reporting person assuming this obligation, the contract provides that the reporting person will receive $5,722,238.08. |