MANULIFE FINANCIAL CORP

SC 13G 1 manulife_sc13g.htm SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No.)*

Bankrate, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
06647F102
(CUSIP Number)
December 31, 2014
(Date of Event Which
Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

X
Rule
13d-1(c)
Rule
13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

PAGE 1 OF 8 PAGES

CUSIP No. 06647F102

| 1 | NAME OF REPORTING PERSON Manulife Financial
Corporation | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| | N/A | |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Canada | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | SOLE VOTING POWER |
| | | -0- |
| | 6 | SHARED VOTING POWER |
| | | -0- |
| | 7 | SOLE DISPOSITIVE POWER |
| | | -0- |
| | 8 | SHARED DISPOSITIVE POWER |
| | | -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON | |
| | None, except through its indirect, wholly-owned
subsidiaries, Manulife Asset Management (North America) Limited and
Manulife Asset Management (US) LLC | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES * | |
| | N/A | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 | |
| | See
line 9 above. | |
| 12 | TYPE OF REPORTING
PERSON * | |
| | HC | |
| SEE
INSTRUCTIONS | | |

PAGE 2 OF 8 PAGES

CUSIP No. 06647F102

| 1 | NAME OF REPORTING PERSON Manulife Asset Management (North
America) Limited | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| | N/A | |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Canada | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | SOLE VOTING POWER |
| | | 19,659 |
| | 6 | SHARED VOTING POWER |
| | | -0- |
| | 7 | SOLE DISPOSITIVE POWER |
| | | 19,659 |
| | 8 | SHARED DISPOSITIVE POWER |
| | | -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON | |
| | 19,659 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES * | |
| | N/A | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 | |
| | 0.02% | |
| 12 | TYPE OF REPORTING
PERSON * | |
| | IA | |
| SEE
INSTRUCTIONS | | |

PAGE 3 OF 8 PAGES

CUSIP No. 06647F102

| 1 | NAME OF REPORTING PERSON Manulife Asset Management (US)
LLC | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| | N/A | |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | SOLE VOTING POWER |
| | | 5,511,847 |
| | 6 | SHARED VOTING POWER |
| | | -0- |
| | 7 | SOLE DISPOSITIVE POWER |
| | | 5,511,847 |
| | 8 | SHARED DISPOSITIVE POWER |
| | | -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON | |
| | 5,511,847 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES * | |
| | N/A | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 | |
| | 5.28% | |
| 12 | TYPE OF REPORTING
PERSON * | |
| | IA | |
| SEE
INSTRUCTIONS | | |

PAGE 4 OF 8 PAGES

| Item 1(a) | Name of
Issuer : |
| --- | --- |
| | Bankrate, Inc. |
| Item 1(b) | Address of
Issuer's Principal Executive Offices : |
| | 11760 U.S. Highway
One |
| | Suite 200 |
| | North Palm Beach, Florida,
33408 |
| Item 2(a) | Name of Person
Filing : |
| | This filing is made on behalf of
Manulife Financial Corporation ("MFC") and MFCs indirect, wholly-owned
subsidiaries, Manulife Asset Management (North America) Limited ("MAM
(NA)") and Manulife Asset Management (US) LLC ("MAM (US)"). |
| Item 2(b) | Address of
Principal Business Office : |
| | The principal business offices of
MFC and MAM (NA) are located at 200 Bloor Street East, Toronto, Ontario,
Canada, M4W 1E5. The principal business office of MAM (US) is located
at 197 Clarendon Street, Boston, Massachusetts 02116. |
| Item 2(c) | Citizenship : |
| | MFC and MAM (NA) are organized and
exist under the laws of Canada. |
| | MAM (US) is organized and exists
under the laws of the State of Delaware. |
| Item 2(d) | Title of Class
of Securities : |
| | Common Stock |
| Item 2(e) | CUSIP
Number : |
| | 06647F102 |
| 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 : |

| MFC: | (g) (X) | a parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G). |
| --- | --- | --- |
| MAM (NA): | (e) (X) | an investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E). |
| MAM (US): | (e) (X) | an investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E). |

| Item
4 | |
| --- | --- |
| (a) Amount Beneficially
Owned : MAM (NA) has beneficial ownership of 19,659
shares of Common Stock and MAM (US) has beneficial ownership of 5,511,847
shares of Common Stock. Through its parent-subsidiary relationship to MAM
(NA) and MAM (US), MFC may be deemed to have beneficial ownership of these
same shares. | |
| (b) Percent of
Class : Of the 104,434,271 shares of Common Stock
outstanding as of July 31, 2014 according to the Form 10-Q filed by the
issuer with the Securities and Exchange Commission on August 8, 2014, MAM
(NA) held 0.02% and MAM (US) held 5.30%. | |
| (c) Number of shares as to which
the person has : | |
| (i) | sole
power to vote or to direct the vote: MAM (NA) and MAM (US) each has sole
power to vote or to direct the voting of the shares of Common Stock
beneficially owned by each of them. |

PAGE 5 OF 8 PAGES

| | (ii) | shared power to vote or to direct the vote:
-0- |
| --- | --- | --- |
| | (iii) | sole
power to dispose or to direct the disposition of: MAM (NA) and MAM (US)
each has sole power to dispose or to direct the disposition of the shares
of Common Stock beneficially owned by each of them. |
| | (iv) | shared power to dispose or to direct the
disposition of: -0- |
| Item
5 | Ownership of Five Percent or Less of a
Class : | |
| | Not
applicable. | |
| Item
6 | Ownership of More than Five Percent on Behalf of Another
Person : | |
| | Not
applicable. | |
| Item
7 | Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the Parent Holding
Company or Control Person : | |
| | See Items 3 and 4 above. | |
| Item
8 | Identification and Classification of Members of the
Group : | |
| | Not
applicable. | |
| Item
9 | Notice of Dissolution of Group : | |
| | Not
applicable. | |
| Item
10 | Certification : | |
| | By
signing below the undersigned certifies that, to the best of its knowledge
and belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect. | |

PAGE 6 OF 8 PAGES

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

| | Manulife Financial
Corporation — By: | /s/ Graham A.
Miller |
| --- | --- | --- |
| | Name: | Graham A. Miller |
| Dated: February 11, 2015 | Title: | Agent* |
| | Manulife Asset
Management (North America) Limited | |
| | By: | /s/ Warren
Rudick |
| | Name: | Warren Rudick |
| Dated: February 11, 2015 | Title: | Associate General Counsel and
Assistant Secretary |
| | Manulife Asset
Management (US) LLC | |
| | By: | /s/ William E.
Corson |
| | Name: | William E. Corson |
| Dated: February 11, 2015 | Title: | Vice President and Chief
Compliance Officer |

Signed pursuant to a Power of Attorney dated June 10, 2014 included as Exhibit A to Schedule 13F-NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on August 27, 2014.

PAGE 7 OF 8 PAGES

EXHIBIT A

JOINT FILING AGREEMENT

Manulife Financial Corporation, Manulife Asset Management (North America) Limited and Manulife Asset Management (US) LLC agree that the Schedule 13G to which this Agreement is attached, relating to the Common Stock of Bankrate, Inc., is filed on behalf of each of them.

	Manulife Financial Corporation — By:	/s/ Graham A. Miller
	Name:	Graham A. Miller
Dated: February 11, 2015	Title:	Agent*
	Manulife Asset Management (North America)
Limited
	By:	/s/ Warren Rudick
	Name:	Warren Rudick
Dated: February 11, 2015	Title:	Associate General Counsel and Assistant
Secretary
	Manulife Asset Management (US) LLC
	By:	/s/ William E. Corson
	Name:	William E. Corson
Dated: February 11, 2015	Title:	Vice
President and Chief Compliance Officer

Signed pursuant to a Power of Attorney dated June 10, 2014 included as Exhibit A to Schedule 13F-NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on August 27, 2014.

PAGE 8 OF 8 PAGES

AI Terminal

More from MANULIFE FINANCIAL CORP

Talk to a Data Expert