MOODYS CORP /DE/ — Director's Dealing 2018

Oct 17, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Reis, Inc. (REIS)
CIK: 0001038222
Period of Report: 2018-10-13

Reporting Person: MOODYS CORP /DE/ (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-10-13	Common Stock	P	11570797	$23.00	Acquired	14128253	Direct

Footnotes

F1: Pursuant to the terms of the Agreement and Plan of Merger, dated as of August 29, 2018, (the "Merger Agreement"), by and among Reis, Inc. ("Issuer"), Moody's Corporation ("Parent") and Moody's Analytics Maryland Corp. ("Merger Sub"), Merger Sub conducted a tender offer (the "Offer") for all of the issued and outstanding shares of common stock, par value $0.02 per share (the "Shares") of the Issuer at a price of $23.00 per Share, net to the holder in cash, without interest and less any applicable withholding taxes. The Offer period expired at 11:59 p.m., Eastern Time, on October 12, 2018 (the "Expiration Time"), at which time approximately 9,800,276 Shares were validly tendered and not validly withdrawn (excluding Shares with respect to which notices of guaranteed delivery were delivered). Immediately after the Expiration Time, such Shares were accepted for purchase and payment by Merger Sub in accordance with the terms of the Offer.

F2: On October 15, 2018, Parent acquired the Issuer pursuant to the Merger Agreement. In accordance with the Merger Agreement, Merger Sub, a wholly-owned subsidiary of Parent, was merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. Under the Merger Agreement, at the effective time of the Merger, each remaining outstanding Share not accepted in the Offer, other than Shares held by Parent, the Issuer or any of their respective subsidiaries, was cancelled and converted into the right to receive $23.00 in cash.

F3: Prior to the Merger, a wholly-owned subsidiary of Issuer held 2,557,456 Shares.