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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

J.P.Morgan Investment Management, Inc.

(Last)

(First)

(Middle)

270 PARK AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RetailMeNot, Inc. [ SALE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2013

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)
Series 1 Common Stock	07/24/2013⁽¹⁾		C		152,687	A	⁽¹⁾	152,687	I	See footnote⁽²⁾
Series 1 Common Stock	07/24/2013		P		900,000	A	$21	1,052,687	I	See footnote⁽³⁾

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 B-4 Preferred Stock	⁽¹⁾	07/24/2013⁽¹⁾		C⁽¹⁾			152,687	⁽¹⁾	⁽¹⁾	Series 1 Common Stock	152,687	⁽¹⁾	0	I	See footnote⁽²⁾
Series BB-3 Preferred Stock	⁽⁴⁾	07/24/2013⁽³⁾		C⁽⁴⁾			6,031,151	⁽⁴⁾	⁽⁴⁾	Series 2 Common Stock	6,031,151	⁽⁴⁾	0	I	See footnote⁽⁵⁾
Series 2 Common Stock	⁽⁴⁾	07/24/2013⁽³⁾		C⁽⁴⁾		6,031,151		⁽⁴⁾	⁽⁴⁾	Series 1 Common Stock	6,031,151	⁽⁴⁾	6,031,151	I	See footnote⁽⁵⁾
Series BB-3 Preferred Stock	⁽⁴⁾	07/24/2013⁽³⁾		C⁽⁴⁾			76,343	⁽⁴⁾	⁽⁴⁾	Series 2 Common Stock	76,343	⁽⁴⁾	0	I	See footnote⁽⁶⁾
Series 2 Common Stock	⁽⁴⁾	07/24/2013⁽³⁾		C⁽⁴⁾		76,343		⁽⁴⁾	⁽⁴⁾	Series 1 Common Stock	76,343	⁽⁴⁾	76,343	I	See footnote⁽⁶⁾

Explanation of Responses:

1. Upon the consummation of the Issuer's initial public offering, all shares of Series B-4 preferred stock were converted on a one-for-one basis to shares of Series 1 common stock of the Issuer.

2. Represents shares held by J.P. Morgan Secondary Private Equity Investors II L.P. ("SPEI"). Voting and dispositive power with respect to the shares held by SPEI reside with J.P. Morgan Investment Management Inc. ("JPMIM"), its investment advisor. JPMIM may be deemed to beneficially own an indirect pecuniary interest in the reported securities and disclaims beneficial ownership in the securities except to the extent ultimately realized.

3. Represents shares held by client accounts that are advised by JPMIM. JPMIM may be deemed to beneficially own an indirect pecuniary interest in the reported securities and disclaims beneficial ownership in the securities except to the extent ultimately realized.

4. Upon the consummation of the Issuer's initial public offering, all shares of Series BB-3 preferred stock were converted on a one-for-one basis to shares of Series 2 common stock of the Issuer.

5. Represents shares held by J.P. Morgan Digital Growth Fund, L.P. ("DGF"). Voting and dispositive power with respect to the shares held by DGF reside with JPMIM, its investment advisor. JPMIM may be deemed to beneficially own an indirect pecuniary interest in the reported securities and disclaims beneficial ownership in the securities except to the extent ultimately realized.

6. Represents shares held by 522 Fifth Avenue Fund, L.P. ("522 Fund"). 522 Fifth Avenue Corporation is the general partner of 522 Fund and a subsidiary of JPMIM. Voting and dispositive power with respect to the shares held by 522 Fund reside with JPMIM, its investment advisor. JPMIM may be deemed to beneficially own an indirect pecuniary interest in the reported securities and disclaims beneficial ownership in the securities except to the extent ultimately realized.

Remarks:

	/s/ Robert Cousin - Managing Director	07/26/2013
	** 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.