X0306 4 2017-05-23 0 0001475274 RetailMeNot, Inc. SALE 0001578468 BEOUGHER KELLI 301 CONGRESS AVENUE SUITE 700 AUSTIN TX 78701 0 1 0 0 Chief Operating Officer Series 1 Common Stock, $0.001 par value 2017-05-23 4 D 0 185555 11.60 D 82938 D Series 1 Common Stock, $0.001 par value 2017-05-23 4 D 0 82938 D 0 D Employee Stock Option (Right to Buy) 10.36 2017-05-23 4 D 0 10937 1.24 D 2022-05-31 Series 1 Common Stock 10937 0 D Employee Stock Option (Right to Buy) 6.53 2017-05-23 4 D 0 24920 5.07 D 2026-02-15 Series 1 Common Stock 24920 0 D Employee Stock Option (Right to Buy) 5.32 2017-05-23 4 D 0 2500 6.28 D 2021-10-19 Series 1 Common Stock 2500 0 D Employee Stock Option (Right to Buy) 32.58 2017-05-23 4 D 0 70000 D 2024-01-17 Series 1 Common Stock 70000 0 D Employee Stock Option (Right to Buy) 18.52 2017-05-23 4 D 0 89250 D 2023-02-15 Series 1 Common Stock 89250 0 D Employee Stock Option (Right to Buy) 16.41 2017-05-23 4 D 0 104000 D 2025-02-15 Series 1 Common Stock 104000 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 such Restricted Stock Units were terminated in exchange for the right to receive future cash payments in the amount of $11.60 per terminated Restricted Stock Unit pursuant to the Restricted Stock Unit's original vesting schedule. 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 Kelli Beougher 2017-05-25