Form 3/A BANKRATE INC For: Sep 22 Filed by: APAX PARTNERS EUROPE MANAGERS LTD (10K)

FORM 3/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BEN Merger Sub, Inc.

(Last)

(First)

(Middle)

601 LEXINGTON AVENUE, 53RD FLOOR,

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/22/2009

3. Issuer Name and Ticker or Trading Symbol
BANKRATE INC [RATE]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
08/25/2009

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	4,263,102 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁵⁾	I	See Footnote ⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:
1. Purchaser is a wholly owned subsidiary of Parent. All of the outstanding common stock of Parent is owned by Ben Holding S.a r.l., which is owned by Apax US VII, L.P. (holding 7%) and Apax WW Nominees Ltd. (holding 93% as a nominee for Apax Europe VII-A, L.P., Apax Europe VII-B, L.P. and Apax Europe VII-1, L.P.). (Continued in footnote 2)
2. Apax Europe VII GP L.P. Inc. is the general partner of each of Apax Europe VII A, L.P., Apax Europe VII B, L.P. and Apax Europe VII 1, L.P. Apax Europe VII GP Co. Limited is the general partner of Apax Europe VII GP L.P. Inc. Apax Partners Europe Managers Ltd has been appointed by Apax Europe VII GP L.P. Inc. as discretionary investment manager of the investments of Apax Europe VII-A, L.P., Apax Europe VII-B, L.P. and Apax Europe VII-1, L.P. Apax Guernsey (Holdco) Limited is the general partner of Apax Europe VII GP Co. Limited. (Continued in footnote 3)
3. Apax US VII GP, L.P. is the general partner of Apax US VII, L.P. Apax US VII GP, Ltd. is the general partner of Apax US VII GP, L.P. John F. Megrue owns 100% of the equity interests of Apax US VII GP, Ltd. The Reporting Persons disclaim beneficial ownership of the securities reported on this statement except to the extent of their respective pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, any of the Reporting Persons is the beneficial owner of all such shares of common stock covered by this statement.
4. Purchaser, Parent and certain shareholders of the Issuer (the "Shareholders") entered into Non-Tender and Support Agreements, dated July 22, 2009, pursuant to which the Shareholders agreed, among other things, to appoint BEN Holdings, Inc. proxy and attorney-in-fact to vote all of their securities of the Issuer subject to the Non-Tender and Support Agreements for the approval and adoption of the Merger Agreement and the transactions contemplated thereby, and against other actions which could reasonably be expected to impede, delay or adversely affect the Merger, subject to the terms and conditions of the Non-Tender and Support Agreements. Neither Parent nor Purchaser has any pecuniary interest in the shares held by the Shareholders and each expressly disclaims beneficial ownership of any shares covered by the Non-Tender and Support Agreements.
5. The number of shares reported as indirectly owned included 308,374 shares that were directly owned.
Remarks: See�Form�3�for�BEN�Holdings,�Inc.�filed�simultaneously�herewith�for�additional�members�of�this�joint�filing.

	BEN MERGER SUB, INC., by: /s/ Christian Stahl	09/25/2009
	** Signature of Reporting Person	Date
	APAX US VII, L.P., by Apax US VII GP, L.P., its general partner, by Apax US VII GP, Ltd., its general partner, by: /s/ John F. Megrue	09/25/2009
	** Signature of Reporting Person	Date
	APAX EUROPE VII-1, L.P., by Apax Europe VII GP L.P. Inc., its general partner, by Apax Europe VII GP Co. Limited, its general partner, by: /s/ Andrew Guille	09/25/2009
	** Signature of Reporting Person	Date
	APAX EUROPE VII-A, L.P., by Apax Europe VII GP L.P. Inc., its general partner, by Apax Europe VII GP Co. Limited, its general partner, by: /s/ Andrew Guille	09/25/2009
	** Signature of Reporting Person	Date
	APAX EUROPE VII-B, L.P., by Apax Europe VII GP L.P. Inc., its general partner, by Apax Europe VII GP Co. Limited, its general partner, by: /s/ Andrew Guille	09/25/2009
	** Signature of Reporting Person	Date
	APAX EUROPE VII GP CO. LIMITED, by: /s/ Andrew Guille	09/25/2009
	** Signature of Reporting Person	Date
	APAX EUROPE VII GP L.P. INC., by Apax Europe VII GP Co. Limited, its general partner, by: /s/ Andrew Guille	09/25/2009
	** Signature of Reporting Person	Date
	APAX PARTNERS EUROPE MANAGERS LTD, by: /s/ Paul Fitzsimons, by: /s/ Stephen Grabiner	09/25/2009
	** Signature of Reporting Person	Date
	APAX GUERNSEY (HOLDCO) LIMITED, by: /s/ Andrew Guille	09/25/2009
	** Signature of Reporting Person	Date
	APAX US VII GP, L.P., by Apax US VII GP, Ltd., its general partner, by: /s/ John F. Megrue	09/25/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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