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* CUNNINGHAM G COTTER (Last) (First) (Middle) 301 CONGRESS AVENUE, SUITE 700 (Street) AUSTIN TX 78701 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/18/2013	3. Issuer Name and Ticker or Trading Symbol RetailMeNot, Inc. [ SALE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President, CEO, & Chairman	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)
Series 1 Common Stock, $0.001 par value	643,543	D
Series 1 Common Stock, $0.001 par value	14,652	I	by H.G. Cunningham 2011 Gift Trust(1)
Series 1 Common Stock, $0.001 par value	14,652	I	by C.P. Cunningham 2011 Gift Trust(1)
Series 1 Common Stock, $0.001 par value	14,652	I	by H.T. Cunningham 2011 Gift Trust(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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B-1 Preferred Stock, $0.001 par value	(2)	(2)	Series 1 Common Stock, $0.001 par value	18,541	(2)	D
Incentive Stock Option (right to buy)	07/01/2011(3)	07/01/2021	Series 1 Common Stock, $0.001 par value	144,230	$2.08	D
Non-Qualified Stock Option (right to buy)	07/01/2011(4)	07/01/2021	Series 1 Common Stock, $0.001 par value	268,348	$2.08	D
Non-Qualified Stock Option (right to buy)	08/23/2011(4)	08/23/2021	Series 1 Common Stock, $0.001 par value	140,874	$2.08	D
Non-Qualified Stock Option (right to buy)	06/12/2012(4)	06/12/2022	Series 1 Common Stock, $0.001 par value	62,500	$10.36	D
Non-Qualified Stock Option (right to buy)	02/15/2013(4)	02/15/2023	Series 1 Common Stock, $0.001 par value	223,000	$18.52	D

Explanation of Responses:

1. These shares are held in a trust for the benefit of Reporting Person's child.

2. Series B-1 Preferred Stock is convertible into Series 1 Common Stock on a one-for-one basis and has no expiration date.

3. Option was immediately exercisable on the date of grant with respect to 48,076 option shares, with an additional 48,076 option shares becoming exercisable on January 1 of each subsequent year until all option shares are exercisable.

4. Option was immediately exercisable on the date of grant.

	Megan Engel for G. Cotter Cunningham	07/18/2013
	** 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 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).
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