sc13ga2_riskmetrics.htm
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
RiskMetrics Group, Inc.
(Name of Issuer)
 
Common Shares, par value $0.01 per share
(Title of Class of Securities)
 
 
767735103
(CUSIP Number)
 
 
December 31, 2010
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
o
Rule 13d-1(b)
 
o 
Rule 13d-1(c)
  x
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 disclosures provided in a prior cover page.
 
The information required on the reminder 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.  767735103
 SCHEDULE 13G
Page 2 of 15 Pages

 
1
NAME OF REPORTING PERSON
 
General Atlantic LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
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
 
-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
 
-0-
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
See Item 4 and Item 8
 x
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
  
12
TYPE OF REPORTING PERSON
 
OO
  

 
 
 
 

CUSIP No.  767735103
 SCHEDULE 13G
Page 3 of 15 Pages

 
1
NAME OF REPORTING PERSON
 
General Atlantic Partners 78, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
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
 
-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
 
-0-
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
See Item 4 and Item 8
 x
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
  
12
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
 

CUSIP No.  767735103
 SCHEDULE 13G
Page 4 of 15 Pages

 
1
NAME OF REPORTING PERSON
 
GapStar, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
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
 
-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
 
-0-
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
See Item 4 and Item 8
 x
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
  
12
TYPE OF REPORTING PERSON
 
OO
  
 
 
 
 
 
 

CUSIP No.  767735103
 SCHEDULE 13G
Page 5 of 15 Pages

 
1
NAME OF REPORTING PERSON
 
GAP Coinvestments III, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
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
 
-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
 
-0-
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
See Item 4 and Item 8
 x
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
  
12
TYPE OF REPORTING PERSON
 
OO
  
 
 
 
 
 
 
 

CUSIP No.  767735103
 SCHEDULE 13G
Page 6 of 15 Pages

 
1
NAME OF REPORTING PERSON
 
GAP Coinvestments IV, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
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
 
-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
 
-0-
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
See Item 4 and Item 8
 x
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
  
12
TYPE OF REPORTING PERSON
 
OO
  
 
 
 
 
 
 

CUSIP No.  767735103
 SCHEDULE 13G
Page 7 of 15 Pages

 
1
NAME OF REPORTING PERSON
 
GAPCO GmbH & Co. KG
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Germany
  
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
 
-0-
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
See Item 4 and Item 8
 x
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
  
12
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
 
 

CUSIP No.  767735103
 SCHEDULE 13G
Page 8 of 15 Pages

 
1
NAME OF REPORTING PERSON
 
GAPCO Management GmbH
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Germany
  
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
 
-0-
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
See Item 4 and Item 8
 x
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
  
12
TYPE OF REPORTING PERSON
 
CO
  
 
 
 
 

CUSIP No.  767735103
 SCHEDULE 13G
Page 9 of 15 Pages

Item 1. (a)
NAME OF ISSUER
 
RiskMetrics Group, Inc. (the “Company”).
 
 
(b)
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
 
One Chase Manhattan Plaza, 44th Floor
New York, NY 10005
 
Item 2. (a)
NAMES OF PERSONS FILING
 
This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”)
 
(i)
General Atlantic LLC (“GA LLC”);
(ii)
General Atlantic Partners 78, L.P. (“GAP 78”);
(iii)
GapStar, LLC (“GapStar”);
(iv)
GAP Coinvestments III, LLC (“GAPCO III”);
(v)
GAP Coinvestments IV, LLC (“GAPCO IV”);
(vi)
GAPCO Management GmbH (“GmbH”); and
(vii)
GAPCO GmbH & Co. KG (“KG”).
 
 
(b)
ADDRESS OF PRINCIPAL BUSINESS OFFICE
 
c/o General Atlantic Service Company, LLC
3 Pickwick Plaza
Greenwich, CT 06830
 
 
(c)
CITIZENSHIP
 
(i)
GA LLC – Delaware
(ii)
GAP 78 – Delaware
(iii)
GapStar – Delaware
(iv)
GAPCO III – Delaware
(v)
GAPCO IV – Delaware
(vi)
GmbH – Germany
(vii)
KG – Germany
 
 
 
 
 
 

CUSIP No.  767735103
 SCHEDULE 13G
Page 10 of 15 Pages
 
 
 
 (d) TITLE OF CLASS OF SECURITIES
Common Shares, par value $0.01 per share (the “Common Shares” or “Shares” or the “Common Stock” or “Stock”).
 
 
(e)
CUSIP NUMBER
 
767735103
 
Item 3.
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS:
 
Not applicable.
 
Item 4.
OWNERSHIP.
 
As of December 31, 2009, the Reporting Persons owned the following number of shares:
 
(i)
GA LLC owned of record no Shares or 0.0% of the issued and outstanding Shares.
(ii)
GAP 78 owned no Shares of record or 0.0% of the issued and outstanding Shares.
(iii)
GapStar owned no Shares of record or 0.0% of the issued and outstanding Shares.
(iv)
GAPCO III owned no Shares of record or 0.0% of the issued and outstanding Shares.
(v)
GAPCO IV owned no Shares of record or 0.0% of the issued and outstanding Shares.
(vi)
GmbH owned of record no Shares or 0.0% of the issued and outstanding Shares.
(vii)
KG owned no Shares of record or 0.0% of the issued and outstanding Shares.
 
 
GA LLC is the general partner of GAP 78. The members and officers of GapStar are certain Managing Directors of GA LLC. The managing members of GAPCO III and GAPCO IV are Managing Directors of GA LLC. GmbH is the general partner of KG. The Managing Directors of GA LLC make voting and investment decisions with respect to the securities held by KG and GmbH. There are 27 Managing Directors of GA LLC. Each of the Managing Directors of GA LLC disclaims ownership of the Shares owned by GA LLC except to the extent he has a pecuniary interest therein. By virtue of the foregoing, the Reporting Persons may be deemed to share voting 
 
 
 
 
 
 
 

CUSIP No.  767735103
 SCHEDULE 13G
Page 11 of 15 Pages

power and the power to direct the disposition of the Shares which each owns of record. GA LLC, GAP 78, GapStar, GAPCO III, GAPCO IV, GmbH and KG are a “group” within the meaning of Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as amended, and may be deemed to beneficially own the number of Shares indicated below.
 
Amount Beneficially Owned and Percentage Owned:
 
Each of the Reporting Persons may be deemed to beneficially own no Shares.
 
Number of Shares as to Which Such Person Has Sole/Shared Power to Vote or to Direct the Vote and Sole/Shared Power to Dispose or to Direct the Disposition of:
 
(i)        Each of the Reporting Persons may be deemed to have the sole power to direct the voting and disposition of no Shares.
 
(ii)       Each of the Reporting Persons may be deemed to share the power to direct the voting and disposition of no Shares.
 
 
Item 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
 
Each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the Shares.
 
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.
 
 
 
 
 
 

CUSIP No.  767735103
 SCHEDULE 13G
Page 12 of 15 Pages

 
Item 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
 
Not applicable.
  
Item 9.
NOTICE OF DISSOLUTION OF GROUP
 
Not applicable.
 
Item 10.
CERTIFICATION
 
Not applicable.
 
 
 
 
 
 
 

CUSIP No.  767735103
 SCHEDULE 13G
Page 13 of 15 Pages

SIGNATURES
 
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.
 
Dated as of February 11, 2011
 
 
   
GENERAL ATLANTIC LLC
 
 
   
By: 
 
/s/ Matthew Nimetz
     
Name: Matthew Nimetz
Title: Managing Director
 
 
 
   
GENERAL ATLANTIC PARTNERS 78, L.P.
 
By: General Atlantic LLC, its General Partner
   
By: 
 
 
/s/ Matthew Nimetz
     
Name: Matthew Nimetz
Title: Managing Director
 
 
 
   
GAPSTAR, LLC
   
By: 
 
 
/s/ Matthew Nimetz
     
Name: Matthew Nimetz
Title: Vice President
 
 
 
   
GAP COINVESTMENTS III, LLC
 
   
By: 
 
/s/ Matthew Nimetz
     
Name: Matthew Nimetz
Title: A Managing Member
 
 
 
 
 
 
 

CUSIP No.  767735103
 SCHEDULE 13G
Page 14 of 15 Pages

   
GAP COINVESTMENTS IV, LLC
 
   
By: 
 
/s/ Matthew Nimetz
     
Name: Matthew Nimetz
Title: A Managing Member
 
 
 
   
GAPCO GMBH & CO. KG
 
By: GAPCO Management GmbH, its General Partner
   
By: 
 
/s/ Matthew Nimetz
     
Name: Matthew Nimetz
Title: Managing Director
 
 
 
   
GAPCO MANAGEMENT GMBH
   
By: 
 
 
/s/ Matthew Nimetz
     
Name: Matthew Nimetz
Title: Managing Director
 
 
 
 
 
 
 
 
 

CUSIP No.  767735103
 SCHEDULE 13G
Page 15 of 15 Pages

  Exhibit Index
 
Exhibit 1.
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).