MANULIFE FINANCIAL CORP

Major Shareholding Notification • Feb 16, 2016

SC 13G/A 1 bankrate_sc13ga.htm AMENDMENT TO 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. 1)*

Bankrate Inc
(Name of Issuer)
Common Stock
(Title of Class of Securities)
06647F102
(CUSIP Number)
December 31, 2015
(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

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 (US) LLC and Manulife Asset Management Limited | |
| 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

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
		19,458
	6	SHARED VOTING POWER
		-0-
	7	SOLE DISPOSITIVE POWER
		19,458
	8	SHARED DISPOSITIVE POWER
		-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
	19,458
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

CUSIP No. 06647F102

1	NAME OF REPORTING PERSON Manulife Asset Management 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 Ontario
Number of Shares Beneficially Owned by Each Reporting Person With	5	SOLE VOTING POWER
		25,521
	6	SHARED VOTING POWER
		-0-
	7	SOLE DISPOSITIVE POWER
		25,521
	8	SHARED DISPOSITIVE POWER
		-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
	25,521
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES *
	N/A
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
	0.03%
12	TYPE OF REPORTING PERSON *
	FI
*SEE
INSTRUCTIONS

Page 4 of 8

| Item
1(a) | Name of Issuer : | | |
| --- | --- | --- | --- |
| | Bankrate Inc | | |
| Item 1(b) | Address of Issuer's
Principal Executive Offices : 477 Madison Avenue Suite 430 New York, New York 10022 | | |
| Item 2(a) | Name of Person
Filing : This filing is made on behalf of Manulife
Financial Corporation ("MFC") and MFC’s indirect, wholly-owned
subsidiaries, Manulife Asset Management (US) LLC ("MAM (US)") and Manulife Asset Management Limited ("MAML"). | | |
| Item 2(b) | Address of Principal
Business Office : The principal
business offices of MFC and MAML 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 is organized and exists under the laws of Canada. MAM (US) is organized and exists under the laws of the State of Delaware. MAML is organized and exists under the laws of Ontario. | | |
| 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 (US): | (e) (X) | an investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E). |
| | MAML: | (j) (X) | a non-U.S. institution in
accordance with §240.13d-1(b)(1)(ii)(J). |
| Item 4 | Ownership : | | |
| | (a) Amount Beneficially
Owned : MAM (US) has beneficial ownership of 19,458 shares of Common Stock and
MAML has beneficial ownership of 25,521 shares of Common Stock. Through its parent-subsidiary relationship to MAM (US) and
MAML, MFC may be deemed to have beneficial ownership of these same shares. | | |
| | (b) Percent of Class : Of the 99,378,370 shares of Common Stock outstanding as of October 31, 2015, according to the Form 10-Q filed by the
issuer with the Securities and Exchange Commission on November 6, 2015, MAM (US) held 0.02%% and MAML held 0.03%. | | |

Page 5 of 8

| | (c) Number of shares as to which the person
has : — (i) | sole power to vote or to
direct the vote: MAM (US) and MAML each has sole power to vote or to direct the voting of the
shares of Common Stock beneficially owned by each of them. |
| --- | --- | --- |
| | (ii) | shared power to vote or
to direct the vote: -0- |
| | (iii) | sole power to dispose or
to direct the disposition of: MAM (US) and MAML 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 : If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. | |
| 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,
(i) 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, and (ii) the foreign regulatory schemes applicable to MAML, are substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institutions. The undersigned also undertakes to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. | |

Page 6 of 8

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 8, 2016	Title:	Agent*
	Manulife Asset Management (US) LLC
	By:	/s/ Paul Donahue
	Name:	Paul Donahue
Dated: February 8, 2016	Title:	Chief Compliance Officer
	Manulife Asset Management Limited
	By:	/s/ Joshua Margolian
	Name:	Joshua Margolian
Dated: February 8, 2016	Title:	Assistant Secretary

• 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

EXHIBIT A

JOINT FILING AGREEMENT

Manulife Financial Corporation, Manulife Asset Management (US) LLC and Manulife Asset Management Limited agree that the Schedule 13G (Amendment No.1) 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 8, 2016	Title:	Agent*
	Manulife Asset Management (US) LLC
	By:	/s/ Paul Donahue
	Name:	Paul Donahue
Dated: February 8, 2016	Title:	Chief Compliance Officer
	Manulife Asset Management Limited
	By:	/s/ Joshua Margolian
	Name:	Joshua Margolian
Dated: February 8, 2016	Title:	Assistant Secretary

• 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