0001509432-18-000037.txt : 20180619
0001509432-18-000037.hdr.sgml : 20180619
20180619190758
ACCESSION NUMBER: 0001509432-18-000037
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180619
FILED AS OF DATE: 20180619
DATE AS OF CHANGE: 20180619
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Yen Mallun
CENTRAL INDEX KEY: 0001511893
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35146
FILM NUMBER: 18908345
MAIL ADDRESS:
STREET 1: 1 MARKET PLAZA
STREET 2: STEUART TOWER, SUITE 800
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: RPX Corp
CENTRAL INDEX KEY: 0001509432
STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794]
IRS NUMBER: 262990113
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: ONE MARKET PLAZA
STREET 2: STEUART TOWER, SUITE 800
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
BUSINESS PHONE: 866-779-7641
MAIL ADDRESS:
STREET 1: ONE MARKET PLAZA
STREET 2: STEUART TOWER, SUITE 800
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
4
1
wf-form4_152944966114728.xml
FORM 4
X0306
4
2018-06-19
1
0001509432
RPX Corp
RPXC
0001511893
Yen Mallun
C/O RPX CORPORATION
ONE MARKET PLAZA, STEUART TWR, STE 1100
SAN FRANCISCO
CA
94105
1
0
0
0
Common Stock
2018-06-19
4
U
0
140643
D
11112
D
Common Stock
2018-06-19
4
D
0
11112
D
0
D
Employee Stock Option (right to buy)
6.63
2018-06-19
4
D
0
87912
D
2020-11-15
Common Stock
87912.0
0
D
Employee Stock Option (right to buy)
6.63
2018-06-19
4
D
0
74918
D
2012-06-01
2020-11-15
Common Stock
74918.0
0
D
Issuer entered into an Agreement and Plan of Merger, dated April 30, 2018 (the "Merger Agreement"), by and among the Issuer, Riptide Parent, LLC ("Parent"), and Riptide Purchaser, Inc., a wholly owned subsidiary of Parent ("Purchaser"). Parent and Purchaser are beneficially owned by affiliates of HGGC, LLC. Pursuant to the Merger Agreement and the tender offer commenced in connection therewith, each share of Issuer common stock held by the Reporting Person was tendered for $10.50 per share in cash (the "Offer Price"), without interest and subject to any required withholding of taxes. Pursuant to the Merger Agreement, on June 19, 2018, Purchaser was merged with and into the Issuer (the "Merger"), with the Issuer being the surviving corporation and becoming a wholly owned subsidiary of Parent.
Reflects restricted stock units, each representing a contingent right to receive one share of Issuer's common stock.
Upon or in connection with the Merger, each of 11,112 vested restricted stock units was cancelled and converted into the right to receive an amount in cash equal to the Offer Price, subject to any applicable withholding taxes.
The outstanding stock options subject to the grant are fully vested and exercisable.
Upon or in connection with the Merger, this option was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of the Offer Price over the applicable per-share exercise price of such cancelled option, multiplied by (ii) the total number of shares of Issuer's common stock underlying such option, less any required withholding taxes, provided, that, if the per-share exercise price of any such option was equal to or greater than the Offer Price, such option was cancelled for no consideration.
Martin Roberts, Attorney-in-Fact for Mallun Yen
2018-06-19