0001509432-18-000034.txt : 20180619
0001509432-18-000034.hdr.sgml : 20180619
20180619190411
ACCESSION NUMBER: 0001509432-18-000034
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180619
FILED AS OF DATE: 20180619
DATE AS OF CHANGE: 20180619
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ROBERTS MARTIN E
CENTRAL INDEX KEY: 0001211460
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35146
FILM NUMBER: 18908332
MAIL ADDRESS:
STREET 1: C/O RPX CORP.
STREET 2: ONE MARKET PLAZA, SUITE 800
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: RPX Corp
CENTRAL INDEX KEY: 0001509432
STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794]
IRS NUMBER: 262990113
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: ONE MARKET PLAZA
STREET 2: STEUART TOWER, SUITE 800
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
BUSINESS PHONE: 866-779-7641
MAIL ADDRESS:
STREET 1: ONE MARKET PLAZA
STREET 2: STEUART TOWER, SUITE 800
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
4
1
wf-form4_152944943535235.xml
FORM 4
X0306
4
2018-06-19
1
0001509432
RPX Corp
RPXC
0001211460
ROBERTS MARTIN E
C/O RPX CORPORATION
ONE MARKET PLAZA, STEUART TWR, STE 1100
SAN FRANCISCO
CA
94105
1
1
0
0
Chief Executive Officer
Common Stock
2018-06-19
4
U
0
174968
D
65477
D
Common Stock
2018-06-19
4
A
0
47619
0
A
113096
D
Common Stock
2018-06-19
4
D
0
113096
D
0
D
Employee Stock Option (right to buy)
15.98
2018-06-19
4
D
0
25000
D
2012-02-24
2022-01-23
Common Stock
25000.0
0
D
Issuer entered into an Agreement and Plan of Merger, dated April 30, 2018 (the "Merger Agreement"), by and among the Issuer, Riptide Parent, LLC ("Parent"), and Riptide Purchaser, Inc., a wholly owned subsidiary of Parent ("Purchaser"). Parent and Purchaser are beneficially owned by affiliates of HGGC, LLC. Pursuant to the Merger Agreement and the tender offer commenced in connection therewith, each share of Issuer common stock held by the Reporting Person was tendered for $10.50 per share in cash (the "Offer Price"), without interest and subject to any required withholding of taxes. Pursuant to the Merger Agreement, on June 19, 2018, Purchaser was merged with and into the Issuer (the "Merger"), with the Issuer being the surviving corporation and becoming a wholly owned subsidiary of Parent.
Reflects restricted stock units, each representing a contingent right to receive one share of Issuer's common stock.
Upon or in connection with the Merger, each of 2,976 vested restricted stock units was cancelled and converted into the right to receive an amount in cash equal to the Offer Price, subject to any applicable withholding taxes. Each of the remaining unvested restricted stock units was assumed and substituted by Parent (the "Substituted RSUs") and will continue to have, and be subject to, the same terms and conditions as were in effect immediately prior to the effective time of the Merger (including with respect to vesting, settlement and forfeiture terms), except for changes to certain terms rendered inoperative by reason of the Merger or for such certain administrative or ministerial changes, and, upon vesting, the holder thereof shall be entitled, for each Substituted RSU, to an amount in cash, without interest, equal to the Offer Price, less any required withholding taxes, payable on the applicable vesting and settlement date.
The outstanding stock options subject to the grant are fully vested and exercisable.
Upon or in connection with the Merger, this option was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of the Offer Price over the applicable per-share exercise price of such cancelled option, multiplied by (ii) the total number of shares of Issuer's common stock underlying such option, less any required withholding taxes, provided, that, if the per-share exercise price of any such option was equal to or greater than the Offer Price, such option was cancelled for no consideration.
Martin E. Roberts
2018-06-19