| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
REALPAGE INC [ RP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/02/2018 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/02/2018 | A | 30,792(1) | A | $0.00 | 185,958 | D | |||
| Common Stock | 03/02/2018 | A | 15,395(2) | A | $0.00 | 201,353 | D | |||
| Common Stock | 03/02/2018 | M | 56,200 | A | $23.1 | 257,553 | D | |||
| Common Stock | 03/02/2018 | S | 56,200 | D | $51.25(3) | 201,353 | D | |||
| Common Stock | 03/06/2018 | M | 50 | A | $23.1 | 201,403 | D | |||
| Common Stock | 03/06/2018 | S | 50 | D | $52.3 | 201,353 | D | |||
| Common Stock | 1,000 | I | Shares owned by Reporting Person's Daughter | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Options (Right to Buy) | $23.1 | 03/02/2018 | M | 56,200 | 01/01/2016(4) | 12/10/2025 | Common Stock | 75,000 | $0.00 | 18,800 | D | ||||
| Employee Stock Options (Right to Buy) | $23.1 | 03/06/2018 | M | 50 | 01/01/2016(4) | 12/10/2025 | Common Stock | 18,800 | $0.00 | 18,750 | D | ||||
| Explanation of Responses: |
| 1. Restricted Stock with Market Based Vesting Awarded to Reporting Person on 03/02/2018: Prior to July 1, 2021, one-fourth (1/4) of the restricted shares shall become eligible to vest, if for 20 consecutive trading days Issuer's average closing price per share of common stock equals or exceeds the threshold price of $60.89, the target price of $66.98, the exceed price of $73.07 and the maximum price of $85.24, respectively (collectively, the "Eligible Shares"). Eligible Shares shall vest in equal quarterly installments over the following year. All Eligible Shares shall be fully vested on July 1, 2021, or upon a Change in Control, or due to Death or Disability. Also, the remaining tranches of unvested shares shall be deemed to be Eligible Shares and shall fully vest immediately prior to a Change in Control that results in the per share value of Issuer's common stock equal to or in excess of values of each respective tranche. |
| 2. Restricted Stock Awarded to Reporting Person on 03/02/2018: One-twelfth of the Shares shall vest each quarter, beginning on the first day of the second calendar quarter immediately following the vesting commencement date, for next twelve (12) consecutive calendar quarters. |
| 3. The price reported is a weighted average sale price. The sale prices ranged from $51.25 to $51.35. Reporting Person provided Issuer full information regarding the number of shares sold at each separate price. Issuer will provide, upon receipt of a request, a copy of this information to the SEC staff or a security holder of the Issuer. |
| 4. One-twelfth of the shares subject to the option vest and become exercisable on the first day of each calendar quarter for twelve (12) consecutive quarters beginning on January 1, 2016. |
| Remarks: |
| /s/ David G. Monk, as Attorney In Fact on behalf of Andrew Blount | 03/06/2018 | |
| ** 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). | ||
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||