Exhibit 4.1


 


	
  016570| 
  003590|127C|RESTRICTED||4|057-423

  	
   

  
	
   

  	
   

  
	
   

  	
  COMMON
  STOCK

  

  PAR VALUE $.01

  	
   

  	
  COMMON
  STOCK

  

  THIS CERTIFICATE
  IS TRANSFERABLE IN

  CANTON, MA AND JERSEY CITY, NJ

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Shares

  



 


	
  Certificate

  Number

  	
  

  	
   

  	
   

  



 


	
   

  	
   

  	
   

  	
  RISKMETRICS
  GROUP, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  INCORPORATED UNDER THE
  LAWS OF THE STATE OF DELAWARE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  CUSIP   XXXXXX  XX  X

  	
   

  
	
   

  	
   

  	
  THIS CERTIFIES THAT

  	
   

  	
  SEE REVERSE FOR CERTAIN DEFINITIONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  is the owner of

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FULLY-PAID AND
  NON-ASSESSABLE SHARES OF THE COMMON STOCK OF

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RiskMetrics
  Group, Inc. (hereinafter called the “Company”) ,
  transferable on the books of the Company in person or by duly authorized
  attorney, upon surrender of this Certificate properly endorsed. This
  Certificate and the shares represented hereby, are issued and shall be held
  subject to all of the provisions of the Articles of Incorporation, as
  amended, and the By-Laws, as amended, of the Company (copies of which are on
  file with the Company and with the Transfer Agent), to all of which each holder,
  by acceptance hereof, assents. This Certificate is not valid unless
  countersigned and registered by the Transfer Agent and Registrar.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Witness the facsimile
  seal of the Company and the facsimile signatures of its duly authorized
  officers.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [SEAL]

  	
  DATED <<Month Day, Year>>

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  COUNTERSIGNED AND REGISTERED:

  
	
   

  	
   

  	
   

  	
   

  	
  COMPUTERSHARE TRUST COMPANY, N.A.

  
	
   

  	
   

  	
   

  	
   

  	
  TRANSFER AGENT AND REGISTRAR,

  
	
   

  	
   

  	
  Chief Executive Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Chief Financial Officer and Treasurer

  	
   

  	
   

  	
  AUTHORIZED SIGNATURE

  
									



 


 


 

















 


	
  RISKMETRICS GROUP, INC.

  
	
   

  
	
  The following abbreviations, when used in the
  inscription on the face of this certificate, shall be construed as though
  they were written out in full

  
	
  according to applicable laws or regulations:

  	
   

  
	
  TEN COM

  	
  -as tenants in common

  	
  UNIF GIFT MIN ACT- . . . . . . . . . . . . . . . . .

  	
  Custodian . . . . . . . . . . . . . . . . . . . . . .
  . . . . . . . . .

  
	
   

  	
   

  	
  (Cust)

  	
  (Minor)

  
	
  TEN ENT

  	
  -as tenants by the entireties

  	
  under Uniform Gifts to
  Minors Act . . . . . . . . . . . . . . . . . . . . . .

  
	
   

  	
   

  	
  (State)

  
	
  JT TEN

  	
  -as joint tenants with right of survivorship

  	
  UNIF TRF MIN ACT . . . . . . . . . . . . . . . . . .
  . .Custodian (until age. . . ). . . . . . . . . . . . . . . . .

  
	
   

  	
  and not as tenants in common

  	
   

  	
  (Cust)

  	
  (Minor)

  
	
   

  	
   

  	
  under Uniform Transfers
  to Minors Act. . . . . . . . . . . . . .

  
	
   

  	
   

  	
  (State)

  
	
   

  	
  Additional abbreviations may also be used though not
  in the above list.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
								



 


THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH
SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES
AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH
CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS,
PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE
ARTICLES OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF
THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF
DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE
MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT.
THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK
CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY
IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE
MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH
CERTIFICATE.


 


	
   

  	
   

  	
   

  	
  PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
  NUMBER OF ASSIGNEE

  
	
  For value received,

  	
   

  	
  hereby sell, assign and transfer unto

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
  INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Shares

  
	
  of the common stock represented by the within
  Certificate, and do hereby irrevocably constitute and appoint

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Attorney

  
	
  to transfer the said stock on the books of the
  within-named Corporation with full power of substitution in the premises.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
  20

  	
   

  	
   

  	
  Signature(s) Guaranteed:
  Medallion Guarantee Stamp

  THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
  ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan
  Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE
  GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Notice:  The signature to this assignment must
  correspond with the name

  as written upon the face of the certificate, in every particular,

  without alteration or enlargement, or any change whatever.