0000899243-17-014418.txt : 20170525 0000899243-17-014418.hdr.sgml : 20170525 20170525211830 ACCESSION NUMBER: 0000899243-17-014418 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170523 FILED AS OF DATE: 20170525 DATE AS OF CHANGE: 20170525 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RetailMeNot, Inc. CENTRAL INDEX KEY: 0001475274 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 260159761 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 301 CONGRESS AVENUE STREET 2: SUITE 700 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 512.777.2970 MAIL ADDRESS: STREET 1: 301 CONGRESS AVENUE STREET 2: SUITE 700 CITY: AUSTIN STATE: TX ZIP: 78701 FORMER COMPANY: FORMER CONFORMED NAME: WhaleShark Media, Inc. DATE OF NAME CHANGE: 20111028 FORMER COMPANY: FORMER CONFORMED NAME: Whale Shark Media, Inc. DATE OF NAME CHANGE: 20091120 FORMER COMPANY: FORMER CONFORMED NAME: Smallponds, Inc. DATE OF NAME CHANGE: 20091026 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SANTORA GREG J CENTRAL INDEX KEY: 0001188901 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36005 FILM NUMBER: 17871540 MAIL ADDRESS: STREET 1: 4201 GRANT COURT CITY: PLEASANTON STATE: CA ZIP: 94566 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-05-23 0 0001475274 RetailMeNot, Inc. SALE 0001188901 SANTORA GREG J 301 CONGRESS AVENUE SUITE 700 AUSTIN TX 78701 1 0 0 0 Series 1 Common Stock, $0.001 par value 2017-05-23 4 D 0 14018 11.60 D 0 D Employee Stock Option (Right to Buy) 8.58 2017-05-23 4 D 0 17792 3.02 D 2026-04-28 Series 1 Common Stock 17792 0 D Employee Stock Option (Right to Buy) 29.81 2017-05-23 4 D 0 3918 D 2024-04-30 Series 1 Common Stock 3918 0 D Employee Stock Option (Right to Buy) 18.38 2017-05-23 4 D 0 7129 D 2025-04-30 Series 1 Common Stock 7129 0 D Employee Stock Option (Right to Buy) 19.00 2017-05-23 4 D 0 24275 D 2023-05-08 Series 1 Common Stock 24275 0 D Disposed of upon the closing of the tender offer and merger pursuant to the Agreement and Plan of Merger by and among Harland Clarke Holdings Corp. ("Parent"), R. Acquisition Sub, Inc. ("Purchaser") (a wholly owned subsidiary of Parent), and Issuer, dated as of April 10, 2017 (the "Merger Agreement"), whereby Purchaser acquired each outstanding share of Series 1 common stock of the Issuer for a cash payment of $11.60 per share. Disposed of pursuant to the Merger Agreement, whereby each stock option that was outstanding and unexercised immediately prior to the Effective Time (as defined in the Merger Agreement), whether or not vested, was cancelled in exchange for the right to receive cash in an amount equal to the product of (i) the total number of shares subject to each such option immediately prior to the Effective Time and (ii) the excess, if any, of (x) $11.60 over (y) the exercise price per share subject to such stock option. Pursuant to the terms of the Merger Agreement, options with an exercise price greater than $11.60 per share were terminated without any payment therefore in the Merger (as defined in the Merger Agreement). Louis J. Agnese, III for Greg Santora 2017-05-25