SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

McDermott Dirk W.

(Last)

(First)

(Middle)

C/O RIGNET, INC.

1880 S. DAIRY ASHFORD, SUITE 300

(Street)

HOUSTON

77077

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2010

3. Issuer Name and Ticker or Trading Symbol
RigNet, Inc. [ RNET ]

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

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

5. 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 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	1,137,301	I	By Altira Technology Fund IV L.P.⁽¹⁾

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	500,000	$0	I	By Altira Technology Fund III LLC⁽¹⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	37,910	$0	I	By Altira Technology Fund III LLC⁽¹⁾
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	475,017	$0	I	By Altira Technology Fund III LLC⁽¹⁾
Common Stock Warrants (right to buy)	⁽³⁾	12/31/2015	Common Stock	275,666	$7	I	By Altira Technology Fund IV L.P.⁽¹⁾
Common Stock Warrants (right to buy)	⁽⁴⁾	12/31/2015	Common Stock	91,492	$0.04	I	By Altira Technology Fund IV L.P.⁽¹⁾

Explanation of Responses:

1. Mr. McDermott is a member of Altira Group, LLC, which is the managing member of Altira Technology Fund III LLC ("Fund III"), which is the sole member of the general partner of Altira Technology Fund IV L.P. ("Fund IV", and together with Fund III, the "Funds") and may vote or sell securities owned by the Funds. Mr. McDermott disclaims beneficial ownership of any shares of common stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Common Stock Warrants owned by the Funds, except to the extent of any pecuniary interest therein.

2. The Issuer's Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are convertible into shares of Common Stock at any time, at the holder's election, and will automatically convert into Common Stock immediately prior to the closing of the Issuer's initial public offering.

3. The Common Stock Warrants are exercisable at any time, at the holder's election, until December 31, 2015.

4. The Common Stock Warrants are exercisable at any time, at the holder's election, until December 31, 2015.

Remarks:

Exhibit List --------------- Exhibit 24-Limited Power of Attorney for Section 16(a) Reporting

	William Sutton pursuant to a Limited Power of Attorney filed with the SEC on December 14, 2010. /s/ William Sutton	12/14/2010
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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