SEC Form 4 · accession 0000899243-17-014419
RetailMeNot, Inc. · SALE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Iii Louis J. Agnese
Officer — SVP & GM, Gift Cards
Period of report
May 23, 2017
Accepted (ET)
May 25, 2017 · 9:19 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 | May 23, 2017 | D | 76,299 | $11.60 | D | 30,217 | D | |
| Series 1 Common Stock, $0.001 par valueF2 | May 23, 2017 | D | 30,217 | — | D | 0 | 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 23, 2017 | D | 8,722 | D | — | Feb 15, 2026 | Series 1 Common Stock | 8,722 | 0 | D |
| Employee Stock Option (Right to Buy)F3 | $5.32 | May 23, 2017 | D | 63,375 | D | — | Oct 19, 2021 | Series 1 Common Stock | 63,375 | 0 | D |
| Employee Stock Option (Right to Buy)F4 | $32.58 | May 23, 2017 | D | 30,000 | D | — | Jan 17, 2024 | Series 1 Common Stock | 30,000 | 0 | D |
| Employee Stock Option (Right to Buy)F4 | $18.52 | May 23, 2017 | D | 39,999 | D | — | Feb 15, 2023 | Series 1 Common Stock | 39,999 | 0 | D |
| Employee Stock Option (Right to Buy)F4 | $16.41 | May 23, 2017 | D | 47,000 | D | — | Feb 15, 2025 | Series 1 Common Stock | 47,000 | 0 | D |
Explanation of responses
- F1Disposed of upon the closing of the tender offer and merger pursuant to the Agreement and Plan of Merger by and among Harland Clarke Holdings Corp. ("Parent"), R. Acquisition Sub, Inc. ("Purchaser") (a wholly owned subsidiary of Parent), and Issuer, dated as of April 10, 2017 (the "Merger Agreement"), whereby Purchaser acquired each outstanding share of Series 1 common stock of the Issuer for a cash payment of $11.60 per share.
- F2Disposed of pursuant to the Merger Agreement whereby such Restricted Stock Units were terminated in exchange for the right to receive future cash payments in the amount of $11.60 per terminated Restricted Stock Unit pursuant to the Restricted Stock Unit's original vesting schedule.
- F3Disposed of pursuant to the Merger Agreement, whereby each stock option that was outstanding and unexercised immediately prior to the Effective Time (as defined in the Merger Agreement), whether or not vested, was cancelled in exchange for the right to receive cash in an amount equal to the product of (i) the total number of shares subject to each such option immediately prior to the Effective Time and (ii) the excess, if any, of (x) $11.60 over (y) the exercise price per share subject to such stock option.
- F4Pursuant to the terms of the Merger Agreement, options with an exercise price greater than $11.60 per share were terminated without any payment therefore in the Merger (as defined in the Merger Agreement).