SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(b), (c) and (d) and
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(AMENDMENT NO. 1)*
Bankrate, Inc.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
| 06646V108 (CUSIP Number) |
December 31, 2003
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
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).
| CUSIP No. 06646V108 | 13G | Page 2 of 12 Pages | ||
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
ABS Ventures IV, L.P. |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization
Delaware |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
None 6. Shared Voting Power
None 7. Sole Dispositive Power
None 8. Shared Dispositive Power
None | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
None |
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| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ |
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| 11. | Percent of Class Represented by Amount in Row (9)
0% |
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| 12. | Type of Reporting Person (See Instructions)
PN |
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| CUSIP No. 06646V108 | 13G | Page 3 of 12 Pages | ||
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
ABX Fund, L.P. |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization
Delaware |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
None 6. Shared Voting Power
None 7. Sole Dispositive Power
None 8. Shared Dispositive Power
None | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
None |
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| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ |
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| 11. | Percent of Class Represented by Amount in Row (9)
0% |
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| 12. | Type of Reporting Person (See Instructions)
PN |
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| CUSIP No. 06646V108 | 13G | Page 4 of 12 Pages | ||
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Calvert Capital L.L.C. |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization
Delaware |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
None 6. Shared Voting Power
None 7. Sole Dispositive Power
None 8. Shared Dispositive Power
None | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
None |
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| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ |
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| 11. | Percent of Class Represented by Amount in Row (9)
0% |
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| 12. | Type of Reporting Person (See Instructions)
OO |
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| CUSIP No. 06646V108 | 13G | Page 5 of 12 Pages | ||
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Calvert Capital II L.L.C. |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization
Delaware |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
None 6. Shared Voting Power
None 7. Sole Dispositive Power
None 8. Shared Dispositive Power
None | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
None |
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| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ |
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| 11. | Percent of Class Represented by Amount in Row (9)
0% |
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| 12. | Type of Reporting Person (See Instructions)
OO |
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| CUSIP No. 06646V108 | 13G | Page 6 of 12 Pages | ||
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Bruns H. Grayson |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization
United States |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
254,221 6. Shared Voting Power
None 7. Sole Dispositive Power
254,221 8. Shared Dispositive Power
None | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
None |
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| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ |
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| 11. | Percent of Class Represented by Amount in Row (9)
1.7% |
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| 12. | Type of Reporting Person (See Instructions)
IN |
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| CUSIP No. 06646V108 | 13G | Page 7 of 12 Pages | ||
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Philip D. Black |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization
United States |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
None 6. Shared Voting Power
None 7. Sole Dispositive Power
None 8. Shared Dispositive Power
None | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
None |
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| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ |
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| 11. | Percent of Class Represented by Amount in Row (9)
0% |
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| 12. | Type of Reporting Person (See Instructions)
IN |
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| Item 1(a) | Name of Issuer: |
Bankrate, Inc.
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
11811 US Highway One
STE 101
N. Palm Beach, FL 33408
| Item 2(a) | Name of Person Filing: |
This Statement is filed by ABS Ventures IV, L.P., ABX Fund, L.P., Calvert Capital L.L.C., Calvert Capital II L.L.C., Bruns H. Grayson and Philip D. Black, who are sometimes collectively referred to as the “Reporting Persons.”
| Item 2(b) | Address of Principal Business Office, or if none, Residence: |
c/o ABS Ventures
225 Franklin Street
Boston, MA 02110
| Item 2(c) | Citizenship: |
See Item 4 of the cover pages attached hereto for each Reporting Person.
| Item 2(d) | Title of Class of Securities: |
Common Stock, par value $.01
| Item 2(e) | CUSIP Number: |
06646V108
| Item 3 | Identity of Reporting Person: |
Not Applicable
| Item 4 | Ownership: |
(a) Amount beneficially owned:
See Item 9 of the cover page attached hereto for each Reporting Person.
(b) Percent of Class:
See Item 11 of the cover page attached hereto for each Reporting Person.
(c) Number of Shares Beneficially Owned by Reporting Person:
(i) sole power to vote or direct the vote:
See Row 5 of the cover page attached hereto for each Reporting Person.
(ii) Shared power to vote or direct the vote:
See Row 6 of the cover page for each Reporting Person.
(iii) Sole power to dispose or direct the disposition of:
See Row 7 of the cover page attached hereto for each of the Reporting Persons.
(iv) Shared power to dispose or direct the disposition of:
See Row 9 of the cover page attached hereto for each of the Reporting Persons.
| 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: |
Not Applicable
| 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 I certify that, to the best of my knowledge and belief, the securities referred to above 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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 13, 2004
| /s/ Bruns H. Grayson |
| Bruns H. Grayson |