SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SEGAL NED D.

(Last)

(First)

(Middle)

C/O RPX CORPORATION

ONE MARKET PLAZA, STEUART TOWER STE. 800

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RPX Corp [ RPXC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer, SVP

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/20/2014		M		90,937	A	$0	90,937	D
Common Stock	05/20/2014		F		43,746	D	$16.05	47,191	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Units	$0.0⁽¹⁾	05/20/2014		M			12,500	⁽²⁾	⁽²⁾	Common Stock	12,500	$0	37,500	D
Restricted Stock Units	$0.0⁽¹⁾	05/20/2014		M			75,000	⁽³⁾	⁽³⁾	Common Stock	75,000	$0	225,000	D
Restricted Stock Units	⁽¹⁾	05/20/2014		M			3,437	⁽⁴⁾	⁽⁴⁾	Common Stock	3,437	$0	51,563	D

Explanation of Responses:

1. Each unit represents a contingent right to receive one share of Issuer's common stock. The units were awarded at no cost to Reporting Person.

2. The award of 50,000 units vest over approx. 4 yrs. from the Grant Date ("GD"), with 25% of the total number of units first eligible to vest following each 1-yr. anniversary, provided that as of each anniv. the average closing price per share of the Company's common stock ("ACP") for any period of 90 consecutive calendar days during the year preceding such anniv. is: (i) on the 1st anniv., equal to or greater than $15.90 (ii) on the 2nd anniv., equal to or greater than the higher of (a) $19.08 or (b) the ACP for the period of 90 calendar days ending on the first anniv. of the GD times 1.25; (iii) on the 3rd anniv., equal to or greater than the higher of (a) $22.26 or (b) the ACP for the period of 90 calendar days ending on the second anniv. of the GD times 1.25; and (iv) on the 4th anniv., equal to or greater than the higher of (a) $25.44 or (b) the ACP for the period of 90 calendar days ending on the third anniv. of the GD times 1.25.

3. 25% of the 300,000 stock units subject to the award will vest on May 20, 2014 and 6.25% of the shares subject to the award will vest in equal quarterly installments thereafter, provided that Reporting Person remains in continuous service through each vest date. The quarterly vest dates are February 20, May 20, August 20 and November 20.

4. 6.25% of the 55,000 stock units subject to the award will vest on May 20, 2014 and 6.25% of the shares subject to the award will vest in equal quarterly installments thereafter, provided that Reporting Person remains in continuous service through each vest date. The quarterly vest dates are February 20, May 20, August 20 and November 20.

Remarks:

	Martin Roberts, Attorney-in-Fact for Ned Segal	05/21/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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