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* Ball Charles Thomas (Last) (First) (Middle) 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) X 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)
			Code	V	Amount	(A) or (D)	Price
Series 1 Common Stock, $0.001 par value	07/24/2013		C		3,635,203	A	(1)	3,635,203	I	by Austin Ventures IX, L.P.(2)
Series 1 Common Stock, $0.001 par value	07/24/2013		C		3,908,854	A	(3)	7,544,057	I	by Austin Ventures IX, L.P.(2)
Series 1 Common Stock, $0.001 par value	07/24/2013		S		1,267,206	D	$21	6,276,851	I	by Austin Ventures IX, L.P.(2)
Series 1 Common Stock, $0.001 par value	07/24/2013		C		3,078,762	A	(1)	3,078,762	I	by Austin Ventures X, L.P.(4)
Series 1 Common Stock, $0.001 par value	07/24/2013		C		3,908,854	A	(3)	6,987,616	I	by Austin Ventures X, L.P.(4)
Series 1 Common Stock, $0.001 par value	07/24/2013		S		1,173,733	D	$21	5,813,883	I	by Austin Ventures X, L.P.(4)

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
Series B-1 Preferred Stock, $0.001 par value	(1)	07/24/2013		C			3,635,203	(1)	(1)	Series 1 Common Stock, $0.001 par value	3,635,203	(1)	0	I	by Austin Ventures IX, L.P.(2)
Series B-2 Preferred Stock, $0.001 par value	(3)	07/24/2013		C			3,908,854	(3)	(3)	Series 1 Common Stock, $0.001 par value	3,908,854	(3)	0	I	by Austin Ventures IX, L.P.(2)
Series B-1 Preferred Stock, $0.001 par value	(1)	07/24/2013		C			3,078,762	(1)	(1)	Series 1 Common Stock, $0.001 par value	3,078,762	(1)	0	I	by Austin Ventures X, L.P.(4)
Series B-2 Preferred Stock, $0.001 par value	(3)	07/24/2013		C			3,908,854	(3)	(3)	Series 1 Common Stock, $0.001 par value	3,908,854	(3)	0	I	by Austin Ventures X, L.P.(4)

Explanation of Responses:

1. Series B-1 Preferred Stock converted into Series 1 Common Stock on a one-for-one basis and had no expiration date.

2. 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.

3. Series B-2 Preferred Stock converted into Series 1 Common Stock on a one-for-one basis and had no expiration date.

4. 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 781 shares of Series 1 Common Stock and options to purchase 1,719 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 relating to the same transactions.

	Megan Engel for C. Thomas Ball	07/26/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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