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
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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*
AV Partners IX LLC

(Last) (First) (Middle)
C/O AUSTIN VENTURES
300 WEST 6TH STREET, SUITE 2300

(Street)
AUSTIN TX 78701

(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)
12/20/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Series 1 Common Stock, $0.001 par value 12/20/2013 S 392,383 D $26 4,998,418 I by Austin Ventures IX, L.P.(1)
Series 1 Common Stock, $0.001 par value 12/20/2013 S 363,442 D $26 4,629,745 I by Austin Ventures X, L.P.(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
AV Partners IX LLC

(Last) (First) (Middle)
C/O AUSTIN VENTURES
300 WEST 6TH STREET, SUITE 2300

(Street)
AUSTIN TX 78701

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ARAGONA JOSEPH C

(Last) (First) (Middle)
C/O AUSTIN VENTURES
300 W. SIXTH ST., STE. 2300

(Street)
AUSTIN TX 78701

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
DEANGELIS KENNETH P

(Last) (First) (Middle)
300 WEST SIXTH ST STE 2300

(Street)
AUSTIN TX 78701

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PACITTI CHRISTOPHER A

(Last) (First) (Middle)
300 WEST SIXTH STREET
SUITE 2300

(Street)
AUSTIN TX 78701

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
THORNTON JOHN D

(Last) (First) (Middle)
300 WEST SIXTH ST., SUITE 2300

(Street)
AUSTIN TX 78701

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Siegel Philip S

(Last) (First) (Middle)
C/O AUSTIN VENTURES
300 WEST 6TH STREET, SUITE 2300

(Street)
AUSTIN TX 78701

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Shares held directly by Austin Ventures IX, L.P. ("AV IX"). AV Partners IX, L.P. ("AVP IX LP"), the general partner of AV IX, and AV Partners IX, L.L.C. ("AVP IX LLC"), the general partner of AVP IX LP, may each be deemed to have sole voting and dispositive powers over the shares held by AV IX. Joseph C. Aragona, C. Thomas Ball, Kenneth P. DeAngelis, Christopher A. Pacitti, Philip S. Siegel, and John D. Thornton are members of or are associated with AVP IX LLC and may be deemed to share voting and dispositive power over the shares held by AV IX. Such persons and entities disclaim beneficial ownership of shares held by AV IX, except to the extent of any pecuniary interest therein.
2. Shares held directly by Austin Ventures X, L.P. ("AV X"). AV Partners X, L.P. ("AVP X LP"), the general partner of AV X, and AV Partners X, L.L.C. ("AVP X LLC"), the general partner of AVP X LP, may each be deemed to have sole voting and dispositive powers over the shares held by AV X. Joseph C. Aragona, C. Thomas Ball, Kenneth P. DeAngelis, Christopher A. Pacitti, Philip S. Siegel, and John D. Thornton are members of or are associated with AVP X LLC and may be deemed to share voting and dispositive power over the shares held by AV X. Such persons and entities disclaim beneficial ownership of shares held by AV X, except to the extent of any pecuniary interest therein.
Remarks:
The securities reported exclude 1,198 shares of Series 1 Common Stock and options to purchase 1,302 shares of Series 1 Common Stock held by a family member of Mr. Aragona. This report is one of three reports, each on a separate Form 4, but related to the same transactions.
Megan Engel for AV Partners IX, L.L.C. 12/20/2013
Megan Engel for Joseph C. Aragona 12/20/2013
Megan Engel for Kenneth P. DeAngelis 12/20/2013
Megan Engel for Christopher A. Pacitti 12/20/2013
Megan Engel for Philip S. Siegel 12/20/2013
Megan Engel for John D. Thornton 12/20/2013
** 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.
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