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 *
  GILMARTIN JAMES R
2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2015
3. Issuer Name and Ticker or Trading Symbol
Bankrate, Inc. [RATE]
(Last)
(First)
(Middle)
C/O BANKRATE, INC., 11760 US HIGHWAY ONE, SUITE 200
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
SVP, General Counsel
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NORTH PALM BEACH, FL 33408
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 29,458 (1)
D
 
2014 Performance Shares (2) 30,354 (3)
D
 

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
Stock Option (Right to Buy)   (4) 06/01/2019 Common Stock 75,000 $ 16.72 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GILMARTIN JAMES R
C/O BANKRATE, INC.
11760 US HIGHWAY ONE, SUITE 200
NORTH PALM BEACH, FL 33408
      SVP, General Counsel  

Signatures

/s/ James R. Gilmartin 02/04/2015
**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) Includes 26,244 restricted shares.
(2) Performance shares granted pursuant to the Bankrate, Inc. 2011 Equity Compensation Plan on February 3, 2014, exempt under Rule 16b-3. The actual number of shares of common stock that will vest will depend on the Company's financial performance in respect of the 2014 and 2015 calendar years and could be as many as one and a half times the number of performance shares initially granted or as few as zero shares. Half of the shares that are earned will vest following the determination of the award value following the end of 2015 and the remaining half will vest on the third anniversary of the grant date, subject to continued employment through the applicable vesting dates. The shares are also subject to full or partial acceleration in the event of certain terminations of employment or the occurrence of certain terminations of employment following a change in control.
(3) Represents the "target" number of shares of common stock. The actual number of shares that will vest could be less than or greater than the target number, depending on the level of performance achieved.
(4) Granted under the Bankrate, Inc. 2011 Equity Compensation Plan. A portion of the stock option award exercisable for 1/4 of the shares vested on June 1, 2013 and the remainder of the stock option award vests in 36 equal monthly installments, beginning July 1, 2013.

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