Verisk Analytics, Inc. — Director's Dealing 2011

Mar 11, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Verisk Analytics, Inc. (VRSK)
CIK: 0001442145
Period of Report: 2011-03-09

Reporting Person: BANFIELD CAROLE J (EVP-Info Svc and GovtRelations)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-09	Forward sale contract (obligation to sell)	$	J	1	Acquired		Class A Common Stock (200000)	Direct

Footnotes

F1: 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:

F2: (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.