SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MEGRUE JOHN F

(Last)

(First)

(Middle)

C/O APAX MANAGERS, INC.

601 LEXINGTON AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REALPAGE INC [ RP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2010

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/17/2010		C		8,707,705⁽³⁾	A	⁽²⁾	11,850,435	I	By Apax Excelsior VI, L.P.⁽¹⁾
Common Stock	08/17/2010		C		949,444	A	⁽⁷⁾	12,799,879	I	By Apax Excelsior VI, L.P.⁽¹⁾
Common Stock	08/17/2010		S		1,965,350	D	$11	10,834,529	I	By Apax Excelsior VI, L.P.⁽¹⁾
Common Stock	08/17/2010		C		711,290⁽⁴⁾	A	⁽²⁾	968,003	I	By Apax Excelsior VI-A C.V.⁽¹⁾
Common Stock	08/17/2010		C		77,555	A	⁽⁷⁾	1,045,558	I	By Apax Excelsior VI-A C.V.⁽¹⁾
Common Stock	08/17/2010		S		160,540	D	$11	885,018	I	By Apax Excelsior VI-A C.V.⁽¹⁾
Common Stock	08/17/2010		C		473,853⁽⁵⁾	A	⁽²⁾	644,872	I	By Apax Excelsior VI-B C.V.⁽¹⁾
Common Stock	08/17/2010		C		51,666	A	⁽⁷⁾	696,538	I	By Apax Excelsior VI-B C.V.⁽¹⁾
Common Stock	08/17/2010		S		106,950	D	$11	589,588	I	By Apax Excelsior VI-B C.V.⁽¹⁾
Common Stock	08/17/2010		C		297,559⁽⁶⁾	A	⁽²⁾	404,951	I	By Patricof Private Investment Club III, L.P.⁽¹⁾
Common Stock	08/17/2010		C		32,445	A	⁽⁷⁾	437,396	I	By Patricof Private Investment Club III, L.P.⁽¹⁾
Common Stock	08/17/2010		S		67,160	D	$11	370,236	I	By Patricof Private Investment Club III, L.P.⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽²⁾	08/17/2010		C			8,707,705⁽³⁾	⁽²⁾	⁽²⁾	Common Stock	8,707,705⁽³⁾	⁽²⁾	0	I	By Apax Excelsior VI, L.P.⁽¹⁾
Series A Convertible Preferred Stock	⁽²⁾	08/17/2010		C			711,290⁽⁴⁾	⁽²⁾	⁽²⁾	Common Stock	711,290⁽⁴⁾	⁽²⁾	0	I	By Apax Excelsior VI-A C.V.⁽¹⁾
Series A Convertible Preferred Stock	⁽²⁾	08/17/2010		C			473,853⁽⁵⁾	⁽²⁾	⁽²⁾	Common Stock	473,853⁽⁵⁾	⁽²⁾	0	I	By Apax Excelsior VI-B C.V.⁽¹⁾
Series A Convertible Preferred Stock	⁽²⁾	08/17/2010		C			297,559⁽⁶⁾	⁽²⁾	⁽²⁾	Common Stock	297,559⁽⁶⁾	⁽²⁾	0	I	By Patricof Private Investment Club III, L.P.⁽¹⁾
Series C Convertible Preferred Stock	⁽⁷⁾	08/17/2010		C			949,444	⁽⁷⁾	⁽⁷⁾	Common Stock	949,444	⁽⁷⁾	0	I	By Apax Excelsior VI, L.P.⁽¹⁾
Series C Convertible Preferred Stock	⁽⁷⁾	08/17/2010		C			77,555	⁽⁷⁾	⁽⁷⁾	Common Stock	77,555	⁽⁷⁾	0	I	By Apax Excelsior VI-A C.V.⁽¹⁾
Series C Convertible Preferred Stock	⁽⁷⁾	08/17/2010		C			51,666	⁽⁷⁾	⁽⁷⁾	Common Stock	51,666	⁽⁷⁾	0	I	By Apax Excelsior VI-B C.V.⁽¹⁾
Series C Convertible Preferred Stock	⁽⁷⁾	08/17/2010		C			32,445	⁽⁷⁾	⁽⁷⁾	Common Stock	32,445	⁽⁷⁾	0	I	By Patricof Private Investment Club III, L.P.⁽¹⁾

Explanation of Responses:

1. The reporting person is the sole director of Apax Managers, Inc., which is the general partner of the partnership that is the general partner of the partnership that directly owns the reported securities. The reporting person disclaims beneficial ownership of the securities reported except to the extent of his pecuniary interest, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose.

2. The Series A Convertible Preferred Stock is convertible into Common Stock on a one-for-one basis at any time and has no expiration date. The Series A Convertible Preferred Stock was automatically converted into Common Stock on a one-for-one basis upon the consummation of the Issuer's initial public offering. Additionally, 62.5% of the accrued and unpaid dividends on such shares were automatically converted into Common Stock upon consummation of the Issuer's initial public offering.

3. Includes 162,705 shares that were issued at the time of conversion of the Series A Convertible Preferred Stock in payment of 62.5% of the dividends on such shares accrued and unpaid as of the date of the consummation of the Issuer's initial public offering.

4. Includes 13,290 shares that were issued at the time of conversion of the Series A Convertible Preferred Stock in payment of 62.5% of the dividends on such shares accrued and unpaid as of the date of the consummation of the Issuer's initial public offering.

5. Includes 8,853 shares that were issued at the time of conversion of the Series A Convertible Preferred Stock in payment of 62.5% of the dividends on such shares accrued and unpaid as of the date of the consummation of the Issuer's initial public offering.

6. Includes 5,559 shares that were issued at the time of conversion of the Series A Convertible Preferred Stock in payment of 62.5% of the dividends on such shares accrued and unpaid as of the date of the consummation of the Issuer's initial public offering.

7. The Series C Convertible Preferred Stock is convertible into Common Stock on a one-for-one basis at any time and has no expiration date. The Series C Convertible Preferred Stock was automatically converted into Common Stock upon consummation of the Issuer's initial public offering.

Remarks:

Jason A. Wright has served on the Issuer's board of directors pursuant to the reporting person's affiliates' contractual right to designate a director and is expected to continue to serve until his successor is appointed and qualified or until his earlier removal or resignation in accordance with the Issuer's certificate of incorporation and bylaws. Jason A. Wright is a partner of an affiliate of the reporting person.

	/s/ John F. Megrue	08/17/2010
	** 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 4 (b)(v).
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