SC 13G

0001193125-14-054233.txt : 20140214 0001193125-14-054233.hdr.sgml : 20140214 20140214141459 ACCESSION NUMBER: 0001193125-14-054233 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: GENESIS VC PARTNERS XI, LLC GROUP MEMBERS: JEFFREY CROWE GROUP MEMBERS: MATTHEW D. HOWARD GROUP MEMBERS: NVP ASSOCIATES, LLC GROUP MEMBERS: PROMOD HAQUE SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87553 FILM NUMBER: 14614609 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Norwest Venture Partners XI, LP CENTRAL INDEX KEY: 0001534522 IRS NUMBER: 270774954 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 525 UNIVERSITY AVENUE STREET 2: SUITE 800 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-321-8000 MAIL ADDRESS: STREET 1: 525 UNIVERSITY AVENUE STREET 2: SUITE 800 CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13G 1 d676116dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

RetailMeNot, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

76132B106

(CUSIP Number)

Check

the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

13G


CUSIP NO. 76132B106


1)	NAME OF REPORTING PERSON Norwest Venture Partners XI, LP
2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3)	SEC USE ONLY
4)	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(5)	SOLE VOTING POWER 5,091,493
		(6)	SHARED VOTING POWER 0
		(7)	SOLE DISPOSITIVE POWER 5,091,493
		(8)	SHARED DISPOSITIVE POWER 0
9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,091,493
10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.45%
12)	TYPE OF REPORTING PERSON PN

13G


CUSIP NO. 76132B106


1)	NAME OF REPORTING PERSON Genesis VC Partners XI, LLC
2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3)	SEC USE ONLY
4)	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(5)	SOLE VOTING POWER 5,091,493
		(6)	SHARED VOTING POWER 0
		(7)	SOLE DISPOSITIVE POWER 5,091,493
		(8)	SHARED DISPOSITIVE POWER 0
9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,091,493
10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.45%
12)	TYPE OF REPORTING PERSON PN

13G


CUSIP NO. 76132B106


1)	NAME OF REPORTING PERSON NVP Associates, LLC
2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3)	SEC USE ONLY
4)	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(5)	SOLE VOTING POWER 6,788,661
		(6)	SHARED VOTING POWER 0
		(7)	SOLE DISPOSITIVE POWER 6,788,661
		(8)	SHARED DISPOSITIVE POWER 0
9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,788,661
10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.27%
12)	TYPE OF REPORTING PERSON PN

13G


CUSIP NO. 76132B106


1)	NAME OF REPORTING PERSON Promod Haque
2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3)	SEC USE ONLY
4)	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(5)	SOLE VOTING POWER 6,788,661
		(6)	SHARED VOTING POWER 0
		(7)	SOLE DISPOSITIVE POWER 6,788,661
		(8)	SHARED DISPOSITIVE POWER 0
9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,788,661
10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.27%
12)	TYPE OF REPORTING PERSON IN

13G


CUSIP NO. 76132B106


1)	NAME OF REPORTING PERSON Jeffrey Crowe
2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3)	SEC USE ONLY
4)	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(5)	SOLE VOTING POWER 6,788,661
		(6)	SHARED VOTING POWER 0
		(7)	SOLE DISPOSITIVE POWER 6,788,661
		(8)	SHARED DISPOSITIVE POWER 0
9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,788,661
10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.27%
12)	TYPE OF REPORTING PERSON IN

13G


CUSIP NO. 76132B106


1)	NAME OF REPORTING PERSON Matthew D. Howard
2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3)	SEC USE ONLY
4)	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(5)	SOLE VOTING POWER 6,788,661
		(6)	SHARED VOTING POWER 0
		(7)	SOLE DISPOSITIVE POWER 6,788,661
		(8)	SHARED DISPOSITIVE POWER 0
9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,788,661
10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.27%
12)	TYPE OF REPORTING PERSON IN

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Item 1(a)

Name of Issuer:

RetailMeNot, Inc.

Item 1(b)

Address of Issuer’s Principal Executive Offices:

301 Congress Avenue, Suite 700

Austin, TX 78701

Item 2(a)

Name of Person Filing:

Norwest Venture Partners XI, LP

Genesis VC Partners XI, LLC

NVP Associates, LLC

Promod Haque

Jeffrey Crowe

Matthew D. Howard

Item 2(b)

Address of Principal Business Office or, if None, Residence:

Norwest Venture Partners XI, LP

525 University Ave, Suite 800

Palo Alto, CA 94301

Genesis VC Partners XI, LLC

525 University Ave, Suite 800

Palo Alto, CA 94301

NVP Associates, LLC

525 University Ave, Suite 800

Palo Alto, CA 94301

Promod Haque

525 University Ave, Suite 800

Palo Alto, CA 94301

Jeffrey Crowe

525 University Ave, Suite 800

Palo Alto, CA 94301

Matthew D. Howard

525 University Ave, Suite 800

Palo Alto, CA 94301

This statement is filed by Norwest Venture Partners XI, LP on behalf of all of the persons listed above pursuant to Rule 13d-1(d) and Rule 13d-1(k). Norwest Venture Partners XI, LP is a Delaware limited partnership, whose general partner is Genesis VC Partners XI, LLC. NVP Associates, LLC is the managing member of Genesis VC Partners XI, LLC. Promod Haque, Jeffrey Crowe and Matthew D. Howard are co-Chief Executive Officers of NVP Associates, LLC.

Item 2(c)

Citizenship:

Norwest Venture Partners XI, LP: Delaware

Genesis VC Partners XI, LLC: Delaware

NVP Associates, LLC: Delaware

Promod Haque: United States of America

Jeffrey Crowe: United States of America

Matthew D. Howard: United States of America

Item 2(d)

Title of Class of Securities:

Series 1 Common Stock

Item 2(e)

CUSIP Number:

76132B106

Item 3

Not Applicable

Item 4

Ownership:

(1) Norwest Venture Partners XI, LP (“NVP XI”): At December 31, 2013, NVP XI owned of record 5,091,493 shares of Issuer’s Series 1 Common Stock (“Common Stock”). This amount represents 11.45% of the total shares of Common Stock outstanding at this date.

(2) Genesis VC Partners XI, LLC (“Genesis XI”): At December 31, 2013, Genesis XI may be deemed to have beneficially owned, by virtue of its status as general partner of NVP XI, 5,091,493 shares of Common Stock. This amount represents 11.45% of the total shares of Common Stock outstanding at this date.

(3) NVP Associates, LLC (“NVP Associates”): At December 31, 2013, NVP Associates may be deemed to have beneficially owned 6,788,661 shares of Common Stock consisting of the following: (1) 5,091,493 shares of Common Stock by virtue of its status as managing member of Genesis XI, the general partner of NVP XI, the record owner of such shares; (2) 1,018,301 shares of Common Stock by virtue of its status as managing member of Itasca VC Partners VII-A, LLP (“Itasca VII-A”), the general partner of Norwest Venture Partners VII-A, LP (“NVP VII-A”), the record owner of such shares; and (3) 678,867 shares of Common Stock by virtue of its status as managing member of Itasca VC Partners VI-A, LLP (“Itasca VII-A”), the general partner of Norwest Venture Partners VI-A, LP (“NVP VI-A”), the record owner of such shares. This amount represents 15.27% of the total shares of Common Stock outstanding at this date.

(4) Promod Haque: At December 31, 2013, Promod Haque may be deemed to have beneficially owned 6,788,661 shares of Common Stock consisting of the following: (1) 5,091,493 shares of Common Stock by virtue of its status managing member of Genesis XI, the general partner of NVP XI, the record owner of such shares; (2) 1,018,301 shares of Common Stock by virtue of its status as managing member of Itasca VII-A, the general partner of NVP VII-A, the record owner of such shares; and (3) 678,867 shares of Common Stock by virtue of its status as managing member of Itasca VII-A, the general partner of NVP VI-A, the record owner of such shares. This amount represents 15.27% of the total shares of Common Stock outstanding at this date.

(5) Jeffrey Crowe: At December 31, 2013, Jeffrey Crowe may be deemed to have beneficially owned 6,788,661 shares of Common Stock consisting of the following: (1) 5,091,493 shares of Common Stock by virtue of its status managing member of Genesis XI, the general partner of NVP XI, the record owner of such shares; (2) 1,018,301 shares of Common Stock by virtue of its status as managing member of Itasca VII-A, the general

partner of NVP VII-A, the record owner of such shares; and (3) 678,867 shares of Common Stock by virtue of its status as managing member of Itasca VII-A, the general partner of NVP VI-A, the record owner of such shares. This amount represents 15.27% of the total shares of Common Stock outstanding at this date.

(6) Matthew D. Howard: At December 31, 2013, Matthew D. Howard may be deemed to have beneficially owned 6,788,661 shares of Common Stock consisting of the following: (1) 5,091,493 shares of Common Stock by virtue of its status managing member of Genesis XI, the general partner of NVP XI, the record owner of such shares; (2) 1,018,301 shares of Common Stock by virtue of its status as managing member of Itasca VII-A, the general partner of NVP VII-A, the record owner of such shares; and (3) 678,867 shares of Common Stock by virtue of its status as managing member of Itasca VII-A, the general partner of NVP VI-A, the record owner of such shares. This amount represents 15.27% of the total shares of Common Stock outstanding at this date.

Item 5

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be beneficial owners of more than five percent of the class of securities, check the following ¨.

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not Applicable

Item 8

Identification and Classification of Members of the Group:

Not Applicable

Item 9

Notice of Dissolution of Group:

Not Applicable

Item 10

Certification:

Not applicable.

Signature.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

Date: February 14, 2014


NORWEST VENTURE PARTNERS XI, LP

By Genesis VC Partners XI, LLC, as general partner By NVP Associates, LLC, as managing member

By:		/s/ Kurt Betcher
		Kurt Betcher, Chief Financial Officer

AGREEMENT

The undersigned hereby agree that this Schedule 13G to which this Agreement is attached shall be filed by Norwest Venture Partners XI, LP on its own behalf and on behalf of (a) Genesis VC Partners XI, LLC, a Delaware limited liability company, (b) NVP Associates, LLC, a Delaware limited liability company, (c) Promod Haque, (d) Jeffrey Crowe and (e) Matthew D. Howard.

Dated: February 14, 2014


Norwest Venture Partners XI, LP

By Genesis VC Partners XI, LLC, as general partner By NVP Associates, LLC, as managing member

By:		/s/ Kurt Betcher
		Kurt Betcher, Chief Financial Officer

Genesis VC Partners XI, LLC By NVP Associates, LLC, as managing member

By:		/s/ Kurt Betcher
		Kurt Betcher, Chief Financial Officer

NVP Associates, LLC

By:		/s/ Kurt Betcher
		Kurt Betcher, Chief Financial Officer

/s/ Kurt Betcher
Kurt Betcher, as Attorney-in-fact for Promod Haque

/s/ Kurt Betcher
Kurt Betcher, as Attorney-in-fact for Jeffrey Crowe

/s/ Kurt Betcher
Kurt Betcher, as Attorney-in-fact For Matthew D. Howard