SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* AV Partners IX LLC (Last) (First) (Middle) 300 WEST 6TH STREET, SUITE 2300 (Street) AUSTIN TX 78701 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/18/2013	3. Issuer Name and Ticker or Trading Symbol RetailMeNot, Inc. [ SALE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B-1 Preferred Stock, $0.001 par value	(1)	(1)	Series 1 Common Stock, $0.001 par value	3,635,203	(1)	I	by Austin Ventures IX, L.P.(2)
Series B-2 Preferred Stock, $0.001 par value	(3)	(3)	Series 1 Common Stock, $0.001 par value	3,908,854	(3)	I	by Austin Ventures IX, L.P.(2)
Series B-1 Preferred Stock, $0.001 par value	(1)	(1)	Series 1 Common Stock, $0.001 par value	3,078,762	(1)	I	by Austin Ventures X, L.P.(4)
Series B-2 Preferred Stock, $0.001 par value	(3)	(3)	Series 1 Common Stock, $0.001 par value	3,908,854	(3)	I	by Austin Ventures X, L.P.(4)

1. Name and Address of Reporting Person* AV Partners IX LLC (Last) (First) (Middle) 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* Austin Ventures IX LP (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* AV Partners IX LP (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* AUSTIN VENTURES X LP (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* AV Partners X, L.P. (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* AV Partners X, L.L.C. (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. Series B-1 Preferred Stock is convertible into Series 1 Common Stock on a one-for-one basis and has 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 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 is convertible into Series 1 Common Stock on a one-for-one basis and has 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 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 3 last relating to the same transaction.

	/s/ Megan Engel for AV Partners IX, L.L.C.	07/18/2013
	/s/ Megan Engel for Austin Ventures IX, L.P.	07/18/2013
	/s/ Megan Engel for AV Partners IX, L.P.	07/18/2013
	/s/ Megan Engel for Austin Ventures X, L.P.	07/18/2013
	/s/ Megan Engel for AV Partners X, L.P.	07/18/2013
	/s/ Megan Engel for AV Partners X, L.L.C.	07/18/2013
	** Signature of Reporting Person	Date
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