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, $0.001 par value | 03/12/2014 | J(1) | 1,038,291 | D | $0 | 3,960,127 | I | by Austin Ventures IX, L.P.(2) | ||
Series 1 Common Stock, $0.001 par value | 03/12/2014 | J(3) | 10,383 | A | $0 | 10,383 | I | by AV Partners IX, L.P.(4) | ||
Series 1 Common Stock, $0.001 par value | 03/12/2014 | S | 1,721 | D | $37.5(5) | 8,662 | I | by AV Partners IX, L.P.(4) | ||
Series 1 Common Stock, $0.001 par value | 03/12/2014 | S | 8,662 | D | $38.04(6) | 0 | I | by AV Partners IX, L.P.(4) | ||
Series 1 Common Stock, $0.001 par value | 03/12/2014 | J(7) | 961,709 | D | $0 | 3,668,036 | I | by Austin Ventures X, L.P.(8) | ||
Series 1 Common Stock, $0.001 par value | 03/12/2014 | J(9) | 9,617 | A | $0 | 9,617 | I | by AV Partners X, L.P.(10) | ||
Series 1 Common Stock, $0.001 par value | 03/12/2014 | S | 1,594 | D | $37.5(5) | 8,023 | I | by AV Partners X, L.P.(10) | ||
Series 1 Common Stock, $0.001 par value | 03/12/2014 | S | 8,023 | D | $38.04(6) | 0 | I | by AV Partners X, L.P.(10) |
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. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Austin Ventures IX, L.P. ("AV IX") without consideration to its limited partners and its general partner, AV Partners IX, L.P. ("AVP IX LP") (the "AV IX Fund Distribution"). |
2. Shares held directly by AV IX. AVP IX LP, the general partner of AV IX, and AV Partners IX, L.L.C. ("AVP IX LLC"), the general partner 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. |
3. Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the AV IX Fund Distribution. |
4. Shares held directly by AVP IX LP. AVP IX LLC, the general partner AVP IX LP, may be deemed to have sole voting and dispositive powers over the shares held by AVP IX LP. 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 AVP IX LP. Such persons and entities disclaim beneficial ownership of shares held by AVP IX LP, except to the extent of any pecuniary interest therein. |
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.40 to $37.59, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (5) to this Form 4. |
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.00 to $38.48, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (6) to this Form 4. |
7. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Austin Ventures X, L.P. ("AV X") without consideration to its limited partners and its general partner, AV Partners X, L.P. ("AVP X LP") (the "AV X Fund Distribution"). |
8. Shares held directly by AV X. AVP X LP, the general partner of AV X, and AV Partners X, L.L.C. ("AVP X LLC"), the general partner 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. |
9. Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the AV X Fund Distribution. |
10. Shares held directly by AVP X LP. AVP X LLC, the general partner AVP X LP, may be deemed to have sole voting and dispositive powers over the shares held by AVP X LP. 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 AVP X LP. Such persons and entities disclaim beneficial ownership of shares held by AVP X LP, except to the extent of any pecuniary interest therein. |
Remarks: |
This report is one of three reports, each on a separate Form 4, but relating to the same transactions. |
Megan Engel for C. Thomas Ball | 03/13/2014 | |
** 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. |