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
RetailMeNot, Inc. [ SALE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/12/2014 | ||||||||||||||||||||||||||
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 | ||||||
Series 1 Common Stock | 03/12/2014 | J(1) | 200,000 | D | $0.00(1) | 478,867 | I | By Limited Partnership(2) | ||
Series 1 Common Stock | 03/12/2014 | J(1) | 300,000 | D | $0.00(1) | 718,301 | I | By Limited Partnership(3) | ||
Series 1 Common Stock | 03/12/2014 | J(1) | 1,498,062 | D | $0.00(1) | 3,592,743 | I | See Footnote(4) | ||
Series 1 Common Stock | 688(5) | D |
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 |
Explanation of Responses: |
1. Shares were disposed via an in-kind distribution of RetailMeNot, Inc. Series 1 Common Stock from NVP VI-A, NVP VII-A and NVP XI (each as defined below) to their limited and general partners (the "Distribution"). |
2. The securities shown on Line 1 represent securities held of record by Norwest Venture Partners VI-A, LP ("NVP VI-A"). By virtue of his position as co-Chief Executive Officer of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP VI-A, Promod Haque may be deemed to share voting and dispositive power with respect to such securities. Mr. Haque disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein. |
3. The securities shown on Line 2 represent securities held of record by Norwest Venture Partners VII-A, LP ("NVP VII-A"). By virtue of his position as co-Chief Executive Officer of NVP Associates, the managing member of the general partner of NVP VII-A, Promod Haque may be deemed to share voting and dispositive power with respect to such securities. Mr. Haque disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein. |
4. The Distribution resulted in a change in form of beneficial ownership so that following the Distribution (i) 625 shares were held by Haque Family Partners II, of which Mr. Haque is a partner (ii) 688 shares were held by Mr. Haque directly, (iii) 3,591,493 shares were held by Norwest Venture Partners XI, LP ("NVP XI"), and(iv) 625 shares were held by Genesis VC Partners XI, LLC, the general partner of NVP XI (Genesis XI'). By virtue of his position as co-Chief Executive Officer of NVP Associates, the managing member of the Genesis XI, the general partner of NVP XI, Mr. Haque may be deemed to share voting and dispositive power with respect to the securities held by NVP XI and Genesis XI. Mr. Haque disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein. |
5. As noted in footnote 4, the Distribution resulted in a change in form of beneficial ownership such that the shares reported in Line 4 are now held directly. |
Remarks: |
/s/ Kurt Betcher, Attorney-In-Fact | 03/14/2014 | |
** 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. |