0000899243-17-014434.txt : 20170525 0000899243-17-014434.hdr.sgml : 20170525 20170525212650 ACCESSION NUMBER: 0000899243-17-014434 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: ROGERS PAUL CENTRAL INDEX KEY: 0001578502 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36005 FILM NUMBER: 17871552 MAIL ADDRESS: STREET 1: RETAILMENOT STREET 2: 301 CONGRESS AVENUE, SUITE 700 CITY: AUSTIN STATE: TX ZIP: 78701 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-05-23 0 0001475274 RetailMeNot, Inc. SALE 0001578502 ROGERS PAUL 301 CONGRESS AVENUE SUITE 700 AUSTIN TX 78701 0 1 0 0 Chief Technology Officer Series 1 Common Stock, $0.001 par value 2017-05-23 4 D 0 99720 11.60 D 45639 D Series 1 Common Stock, $0.001 par value 2017-05-23 4 D 0 45639 D 0 D Employee Stock Option (Right to Buy) 6.53 2017-05-23 4 D 0 11214 5.07 D 2026-02-15 Series 1 Common Stock 11214 0 D Employee Stock Option (Right to Buy) 2.08 2017-05-23 4 D 0 3000 9.52 D 2021-06-08 Series 1 Common Stock 3000 0 D Employee Stock Option (Right to Buy) 2.08 2017-05-23 4 D 0 46275 9.52 D 2021-07-15 Series 1 Common Stock 46275 0 D Employee Stock Option (Right to Buy) 32.58 2017-05-23 4 D 0 32000 D 2024-01-17 Series 1 Common Stock 32000 0 D Employee Stock Option (Right to Buy) 18.52 2017-05-23 4 D 0 33000 D 2023-02-15 Series 1 Common Stock 33000 0 D Employee Stock Option (Right to Buy) 16.41 2017-05-23 4 D 0 47000 D 2025-02-15 Series 1 Common Stock 47000 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 Paul M. Rogers 2017-05-25