X0306 4 2017-05-21 0 0001475274 RetailMeNot, Inc. SALE 0001650479 Kaplan Jonathan 301 CONGRESS AVENUE SUITE 700 AUSTIN TX 78701 0 1 0 0 CLO, GC & Secretary Series 1 Common Stock, $0.001 par value 2017-05-21 4 A 0 42994 0.00 A 143374 D Employee Stock Option (Right to Buy) 6.53 2017-05-21 4 A 0 14702 0.00 A 2026-02-15 Series 1 Common Stock 14702 14702 D Reflects the acquisition of restricted stock units (RSUs) initially granted to Reporting Person on February 15, 2017, but only earned upon the satisfaction of certain performance criteria applicable to the RSUs, which were determined satisfied on May 21, 2017, which will entitle Reporting Person to receive one (1) share of Series 1 Common Stock per RSU. The RSUs will vest, and the vested shares will be delivered to Reporting Person, with respect to twenty-five percent (25%) of the units on each of February 15, 2018, February 15, 2019, February 15, 2020, and February 15, 2021 and will be settled pursuant to the terms of the Issuer's 2013 Equity Incentive Plan. Reflects the acquisition of performance stock options (PSOs) initially granted to Reporting Person on February 15, 2016, but only earned upon the satisfaction of certain performance criteria, which were determined satisfied on May 21, 2017. Louis J. Agnese, III for Jonathan Kaplan 2017-05-23