SCHEDULE 13G
CUSIP NO. 92345Y106
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
VERISK ANALYTICS, INC.
----------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
----------------------------------------------------------------
(Title of Class of Securities)
92345Y106
--------------------
(CUSIP Number)
December 31, 2009
----------------------------------------------------------------
(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)
/ / 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 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 the section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13G
CUSIP NO. 92345Y106
1) NAME OF REPORTING PERSON
ISO Employee Stock Ownership Trust
-------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey
-------------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5) SOLE VOTING POWER 0
-------------
6) SHARED VOTING POWER 23,062,100
-------------
7) SOLE DISPOSITIVE POWER 0
-------------
8) SHARED DISPOSITIVE POWER 23,062,100
-------------
9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 23,062,100
-------------
10) CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 18.3%
------
12) TYPE OF REPORTING PERSON EP
------
Page 2 of 9 Pages
SCHEDULE 13G
CUSIP NO. 92345Y106
1) NAME OF REPORTING PERSON
GreatBanc Trust Company
-------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION Illinois
-------------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5) SOLE VOTING POWER 0
-------------
6) SHARED VOTING POWER 23,062,100
-------------
7) SOLE DISPOSITIVE POWER 0
-------------
8) SHARED DISPOSITIVE POWER 23,062,100
-------------
9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 23,062,100
-------------
10) CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 18.3%
------
12) TYPE OF REPORTING PERSON BK
------
Page 3 of 9 Pages
SCHEDULE 13G
CUSIP NO. 92345Y106
Item 1.
(a) Name of Issuer
Verisk Analytics, Inc.
--------------------------------------------------------------
(b) Address of Issuer's Principal Executive Offices
545 Washington Boulevard
Jersey City, New Jersey 07310
--------------------------------------------------------------
Item 2.
(a) Names of Persons Filing
ISO Employee Stock Ownership Trust
GreatBanc Trust Company
--------------------------------------------------------------
(b) Address of Principal Business Office or, if none, Residence
ISO Employee Stock Ownership Trust
c/o GreatBanc Trust Company
801 Warrenville Road
Suite 500
Lisle, Illinois 60532
GreatBanc Trust Company
801 Warrenville Road
Suite 500
Lisle, Illinois 60532
--------------------------------------------------------------
(c) Citizenship
ISO Employee Stock Ownership Trust
Organized in New Jersey
GreatBanc Trust Company
Organized in Illinois
--------------------------------------------------------------
Page 4 of 9 Pages
SCHEDULE 13G
CUSIP NO. 92345Y106
(d) Title of Class of Securities
Class A Common Stock
--------------------------------------------------------------
(e) CUSIP Number
92345Y106
--------------------------------------------------------------
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or 240.13d-2
(b) or (c), check whether the person filing is a:
(a) / / Broker of dealer registered under section 15 of the Act;
(b) / / Bank as defined in section 3(a)(6) of the Act;
(c) / / Insurance company as defined in section 3(a)(19) of the Act;
(d) / / Investment company registered under section 8 of the Investment
Company Act of 1940;
(e) / / An investment adviser in accordance with ss.240.13d-1(b)(l)(ii)
(E);
(f) / / An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) / / A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) / / A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940;
(j) / / A non-U.S. institution in accordance with ss.240.13d-1(b)(l)(ii)
(J);
(k) / / Group, in accordance with ss.240.13d-1(b)(l)(ii)(K).
Page 5 of 9 Pages
SCHEDULE 13G
CUSIP NO. 92345Y106
Item 4. Ownership
---------
ISO Employee Stock Ownership Trust:
----------------------------------
(a) Amount Beneficially Owned: 23,062,100
(b) Percent of Class: 18.3%
(c)
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 23,062,100
(iii) Sole power to dispose or direct the disposition of: 0
(iv) Shared power to dispose or direct the disposition of: 23,062,100
GreatBanc Trust Company:
-----------------------
a) Amount Beneficially Owned: 23,062,100
(b) Percent of Class: 18.3%
(c)
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 23,062,100
(iii) Sole power to dispose or direct the disposition of: 0
(iv) Shared power to dispose or direct the disposition of: 23,062,100
There are 23,062,100 shares of Class A Common Stock owned by the
ISO Employee Stock Ownership Trust (the "Trust"). GreatBanc Trust Company is the
Trustee of the Trust. Under the terms of the Trust, the Trustee votes all of the
shares allocated to the accounts of participants as directed by the participants
to whose accounts such shares have been allocated. With respect to unallocated
shares or allocated shares with respect to which no instructions have
Page 6 of 9 Pages
SCHEDULE 13G
CUSIP NO. 92345Y106
been received, the Trustee votes such shares in the Trustee's discretion. As of
December 31, 2009, all of the shares of Class A Common Stock held by the Trust
had been allocated to the accounts of participants.
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:
----------
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
Not applicable.
Page 7 of 9 Pages
SCHEDULE 13G
CUSIP NO. 92345Y106
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 15, 2010 ISO EMPLOYEE STOCK OWNERSHIP TRUST
By: GreatBanc Trust Company,
its trustee
By: /s/ Patrick J. De Craene
--------------------------
Patrick J. De Craene
Vice President
February 15, 2010 GREATBANC TRUST COMPANY
By: /s/ Patrick J. De Craene
-------------------------
Patrick J. De Craene
Vice President
Page 8 of 9 Pages
EXHIBIT A
AGREEMENT FOR JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that the Schedule 13G being filed
with the Securities and Exchange Commission to report their beneficial ownership
of more than 5% of the common shares of Verisk Analytics, Inc., a Delaware
corporation, shall be, and is, filed on behalf of each of the undersigned.
February 15, 2010 ISO EMPLOYEE STOCK OWNERSHIP TRUST
By: GreatBanc Trust Company,
its trustee
By: /s/ Patrick J. De Craene
-------------------------
Patrick J. De Craene
Vice President
February 15, 2010 GREATBANC TRUST COMPANY
By: /s/ Patrick J. De Craene
-------------------------
Patrick J. De Craene
Vice President
Page 9 of 9 Pages