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