SEC Form 4 · accession 0000899243-17-014428

RetailMeNot, Inc. · SALE

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

Reporting owner

G Cotter Cunningham

Officer — President, CEO & Chairman

Period of report

May 23, 2017

Accepted (ET)

May 25, 2017 · 9:22 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	726,253	$11.60	D	196,371	D
Series 1 Common Stock, $0.001 par value^F2	May 23, 2017	D	196,371	—	D	0	D
Series 1 Common Stock, $0.001 par value^F1,F3	May 23, 2017	D	11,817	$11.60	D	0	I	By G.G. Cunningham 2011 Gift Trust
Series 1 Common Stock, $0.001 par value^F1,F3	May 23, 2017	D	11,817	$11.60	D	0	I	By C.P. Cunningham 2011 Gift Trust
Series 1 Common Stock, $0.001 par value^F1,F3	May 23, 2017	D	11,817	$11.60	D	0	I	By H.T. Cunningham 2011 Gift Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F4	$10.36	May 23, 2017	D	62,500	D	—	Jun 12, 2022	Series 1 Common Stock	62,500	D
Employee Stock Option (Right to Buy)^F4	$6.53	May 23, 2017	D	48,594	D	—	Feb 15, 2026	Series 1 Common Stock	48,594	D
Employee Stock Option (Right to Buy)^F4	$2.08	May 23, 2017	D	140,847	D	—	Aug 23, 2021	Series 1 Common Stock	140,847	D
Employee Stock Option (Right to Buy)^F4	$2.08	May 23, 2017	D	144,230	D	—	Jul 1, 2021	Series 1 Common Stock	144,230	D
Employee Stock Option (Right to Buy)^F4	$2.08	May 23, 2017	D	186,789	D	—	Jul 1, 2021	Series 1 Common Stock	186,789	D
Employee Stock Option (Right to Buy)^F5	$32.58	May 23, 2017	D	143,000	D	—	Jan 17, 2024	Series 1 Common Stock	143,000	D
Employee Stock Option (Right to Buy)^F5	$18.52	May 23, 2017	D	223,000	D	—	Feb 15, 2023	Series 1 Common Stock	223,000	D
Employee Stock Option (Right to Buy)^F5	$16.41	May 23, 2017	D	175,000	D	—	Feb 15, 2025	Series 1 Common Stock	175,000	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.
F3These shares are held in a trust for the benefit of the Reporting Person's child.
F4Disposed 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.
F5Pursuant 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).