| 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
RPX Corp [ RPXC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/20/2016 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 08/20/2016 | M | 19,376 | A | $0 | 79,437 | D | |||
| Common Stock | 08/20/2016 | F | 7,284 | D | $10.68 | 72,153 | D | |||
| Common Stock | 08/22/2016 | S | 2,262 | D | $10.5887(1) | 69,891 | D | |||
| Common Stock | 08/23/2016 | S | 738 | D | $10.65 | 69,153 | D | |||
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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 | ||||||||
| Restricted Stock Units | (2) | 08/20/2016 | M | 9,376 | 05/20/2013(3) | (3) | Common Stock | 9,376 | $0 | 18,750 | D | ||||
| Restricted Stock Units | (2) | 08/20/2016 | M | 2,500 | 05/20/2014(4) | (4) | Common Stock | 2,500 | $0 | 15,000 | D | ||||
| Restricted Stock Units | (2) | 08/20/2016 | M | 3,750 | 05/20/2015(5) | (5) | Common Stock | 3,750 | $0 | 37,500 | D | ||||
| Restricted Stock Units | $0.0(2) | 08/20/2016 | M | 3,750 | 05/20/2016(5) | (5) | Common Stock | 3,750 | $0 | 52,500 | D | ||||
| Explanation of Responses: |
| 1. The price reported in column 4 is the weighted average price. The shares were sold in multiple transactions ranging from $10.57 to $10.62, inclusive. The reporting person hereby undertakes to provide to the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4. |
| 2. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. The units were awarded at no cost to Reporting Person. |
| 3. This represents two (2) awards of 75,000 restricted stock units, totaling 150,000 restricted stock units. 6.25% of the stock units subject to the award vest on this date and 6.25% of the shares subject to the award vest in equal quarterly installments thereafter, provided that Reporting Person remains in continuous service through each vest date. The quarterly vest dates are February 20, May 20, August 20 and November 20. |
| 4. 6.25% of the 40,000 stock units subject to the award vest on this date and 6.25% of the shares subject to the award vest in equal quarterly installments thereafter, provided that Reporting Person remains in continuous service through each vest date. The quarterly vest dates are February 20, May 20, August 20 and November 20. |
| 5. 6.25% of the 60,000 stock units subject to the award vest on this date and 6.25% of the shares subject to the award vest in equal quarterly installments thereafter, provided that Reporting Person remains in continuous service through each vest date. The quarterly vest dates are February 20, May 20, August 20 and November 20. |
| Remarks: |
| Martin Roberts, Attorney-in-Fact for Robert H. Heath | 08/23/2016 | |
| ** 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. | ||