Edgar Filing: RiskMetrics Group Inc

Ownership Submission

FORM 3

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â TECHNOLOGY CROSSOVER MANAGEMENT V LLC

2. Date of Event Requiring Statement (Month/Day/Year)
01/24/2008

3. Issuer Name and Ticker or Trading Symbol
RiskMetrics Group Inc [RMG]

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES,Â 528 RAMONA STREET

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
May be part of 13(g) group

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

PALO ALTO,Â CAÂ 94301

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,756,077	I	TCV V, L.P. ⁽¹⁾
Common Stock	108,725	I	TCV Member Fund, L.P. ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TECHNOLOGY CROSSOVER MANAGEMENT V LLC C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO,Â CAÂ 94301	Â	Â X	Â	May be part of 13(g) group
TCV V LP C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO,Â CAÂ 94301	Â	Â X	Â	May be part of 13(g) group
TCV MEMBER FUND L P C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO,Â CAÂ 94301	Â	Â X	Â	May be part of a 13(g) group
HOAG JAY C C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO,Â CAÂ 94301	Â	Â X	Â	May be part of 13(g) group
KIMBALL RICK C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO,Â CAÂ 94301	Â	Â X	Â	May be part of 13(g) group
DREW JOHN C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO,Â CAÂ 94301	Â	Â X	Â	May be part of 13(g) group
REYNOLDS JON Q JR C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO,Â CAÂ 94301	Â	Â X	Â	May be part of 13(g) group
GRIFFITH WILLIAM C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO,Â CAÂ 94301	Â	Â X	Â	May be part of 13(g) group
FEINBERG HENRY C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO,Â CAÂ 94301	Â	Â X	Â	May be part of 13(g) group

Signatures

Carla S. Newell Authorized signatory for Technology Crossover Management V, L.L.C.		01/24/2008
^**Signature of Reporting Person		Date
Carla S. Newell Authorized signatory for TCV V, L.P.		01/24/2008
^**Signature of Reporting Person		Date
Carla S. Newell Authorized signatory for TCV V Member Fund, L.P.		01/24/2008
^**Signature of Reporting Person		Date
Carla S. Newell Authorized signatory for Jay C. Hoag		01/24/2008
^**Signature of Reporting Person		Date
Carla S. Newell Authorized signatory for Richard H. Kimball		01/24/2008
^**Signature of Reporting Person		Date
Carla S. Newell Authorized signatory for John L. Drew		01/24/2008
^**Signature of Reporting Person		Date
Carla S. Newell Authorized signatory for Jon Q. Reynolds Jr.		01/24/2008
^**Signature of Reporting Person		Date
Carla S. Newell Authorized signatory for William J.G. Griffith IV		01/24/2008
^**Signature of Reporting Person		Date
Carla S. Newell Authorized signatory for Henry J. Feinberg		01/24/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These shares are directly held by TCV V, L.P. Each of Jay C. Hoag, Richard H. Kimball, Jon Q. Reynolds, Jr., John L. Drew, William J.G. Griffith IV and Henry J. Feinberg (collectively the "TCM Members") are Class A Members of Technology Crossover Management V, L.L.C. ("TCM V") which is the sole general partner of TCV V, L.P. The TCM Members and TCM V may be deemed to beneficially own the shares held by TCV V, L.P. but the TCM Members and TCM V disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
(2)	These shares are directly held by TCV Member Fund, L.P. Each of the TCM Members are (i) Class A Members of TCM V which is a general partner of TCV Member Fund, L.P and (ii) limited partners of TCV Member Fund, L.P. The TCM Members and TCM V may be deemed to beneficially own the shares held by TCV Member Fund, L.P. but the TCM Members and TCM V disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

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