SEC Form 4 · accession 0000899243-17-014430
RetailMeNot, Inc. · SALE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric A Korman
Director
Period of report
May 23, 2017
Accepted (ET)
May 25, 2017 · 9:24 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 | 33,661 | $11.60 | 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)F2 | $8.58 | May 23, 2017 | D | 17,792 | D | — | Apr 28, 2026 | Series 1 Common Stock | 17,792 | 0 | D |
| Employee Stock Option (Right to Buy)F3 | $18.38 | May 23, 2017 | D | 7,129 | D | — | Apr 30, 2025 | Series 1 Common Stock | 7,129 | 0 | D |
| Employee Stock Option (Right to Buy)F3 | $17.33 | May 23, 2017 | D | 17,993 | D | — | Sep 15, 2024 | Series 1 Common Stock | 17,993 | 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 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.
- F3Pursuant 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).