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