SEC Form 4 · accession 0000899243-17-014420

RetailMeNot, Inc. · SALE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

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 value^F1	May 23, 2017	D	13,011	$11.60	D	0	D
Series 1 Common Stock, $0.001 par value^F1,F2	May 23, 2017	D	31,555	$11.60	D	0	I	By Moose Pond Investments, LP

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F3	$8.58	May 23, 2017	D	17,792	D	—	Apr 28, 2026	Series 1 Common Stock	17,792	D
Employee Stock Option (Right to Buy)^F3	$2.08	May 23, 2017	D	49,219	D	—	Jul 15, 2021	Series 1 Common Stock	49,219	D
Employee Stock Option (Right to Buy)^F4	$29.81	May 23, 2017	D	3,918	D	—	Apr 30, 2024	Series 1 Common Stock	3,918	D
Employee Stock Option (Right to Buy)^F4	$18.38	May 23, 2017	D	7,129	D	—	Apr 30, 2025	Series 1 Common Stock	7,129	D

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.
F2Moose Pond Mgt., LP, is the general partner of Moose Pond Investments, LP. Reporting Person is the limited partner of Moose Pond Investments, LP, and the sole manager of Moose Pond Mgt., LP, and has voting and dispositive power over the shares held by Moose Pond Investments, LP.
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).