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*
McDermott Dirk W.
(Last) (First) (Middle)
C/O RIGNET, INC.
1880 S. DAIRY ASHFORD, SUITE 300
(Street)
HOUSTON TX 77077
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RigNet, Inc. [ RNET ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former Director
3. Date of Earliest Transaction (Month/Day/Year)
12/20/2010
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
Common Stock 12/20/2010 C 1,484,535 A $0 2,621,835 I (1)(2)(1)(2)
Common Stock 12/20/2010 S 383,895(3) D $11.16(4) 2,237,940 I (1)(1)
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 A Preferred Stock (5) 12/20/2010 C 500,000 (5) (5) Common Stock 750,000(5) $0 0 I (1)(5)
Series B Preferred Stock (5) 12/20/2010 C 37,910 (5) (5) Common Stock 62,407(5) $0 0 I (1)(5)
Series C Preferred Stock (5) 12/20/2010 C 475,017 (5) (5) Common Stock 672,128(5) $0 0 I (1)(5)
Explanation of Responses:
1. Mr. McDermott is a member of Altira Group, LLC, which is the managing member of Altira Technology Fund III LLC ("Fund III"), which is the sole member of the general partner of Altira Technology Fund IV L.P. ("Fund IV", and together with Fund III, the "Funds") and may vote or sell securities owned by the Funds. Mr. McDermott disclaims beneficial ownership of any shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock owned by the Funds, except to the extent of any pecuniary interest therein.
2. 1,137,301 shares of Common Stock are owned directly by Altira Technology Fund IV L.P. and 1,484,535 shares of Common Stock are owned directly by Altira Technology Fund III LLC. Altira Group LLC is an indirect beneficial owner of the reported securities held by Altira Technology Fund IV L.P.
3. 193,561 shares of Common Stock were sold by Altira Technology Fund III LLC and 190,334 shares of Common Stock were sold by Altira Technology Fund IV L.P. in a registered underwritten public offering pursuant to an underwriting agreement entered into on December 14, 2010.
4. Represents public offering price of $12.00 per share of common stock less the underwriter's discount of $0.84 per share of common stock.
5. The amount of underlying securities consists of (i) shares of Common Stock issued in connection with the conversion, which occurred immediately prior to the closing of the Issuer's initial public offering on December 20, 2010, of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock reported in column 5 and (ii) shares of Common Stock issued to pay the major event preference, which occurred immediately prior to the closing of the Issuer's initial public offering on December 20, 2010, for the preferred stock reported in column 5. The conversion and major event preference are more fully described in the prospectus filed by the Issuer pursuant to Rule 424(b) under the Securities Act of 1933 on December 16, 2010. The Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock had no expiration date. The Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are owned directly by Altira Technology Fund III LLC.
/s/ William Sutton pursuant to a Limited Power of Attorney filed with the SEC December 14, 2010 12/22/2010
** 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).
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