SEC Form 4 · accession 0000899243-17-014174
RetailMeNot, Inc. · SALE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul Rogers
Officer — Chief Technology Officer
Period of report
May 21, 2017
Accepted (ET)
May 23, 2017 · 6:50 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001475274
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Series 1 Common Stock, $0.001 par valueF1,F2 | May 21, 2017 | A | 38,881 | $0.00 | A | 145,359 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F3 | $6.53 | May 21, 2017 | A | 11,214 | A | — | Feb 15, 2026 | Series 1 Common Stock | 11,214 | 11,214 | D |
Explanation of responses
- F1Reflects the acquisition of restricted stock units (RSUs) initially granted to Reporting Person on February 15, 2017, but only earned upon the satisfaction of certain performance criteria applicable to the RSUs, which were determined satisfied on May 21, 2017, which will entitle Reporting Person to receive one (1) share of Series 1 Common Stock per RSU. The RSUs will vest, and the vested shares will be delivered to Reporting Person, with respect to twenty-five percent (25%) of the units on each of February 15, 2018, February 15, 2019, February 15, 2020, and February 15, 2021 and will be settled pursuant to the terms of the Issuer's 2013 Equity Incentive Plan.
- F2Includes shares purchased by Reporting Person through the Issuer's 2013 Employee Stock Purchase Plan on the Plan's most recent semi-annual purchase date.
- F3Reflects the acquisition of performance stock options (PSOs) initially granted to Reporting Person on February 15, 2016, but only earned upon the satisfaction of certain performance criteria, which were determined satisfied on May 21, 2017.