SEC Form 4 · accession 0001209191-17-032944
RetailMeNot, Inc. · SALE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey Crowe
Director
Period of report
May 15, 2017
Accepted (ET)
May 17, 2017 · 11:33 am 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 StockF1,F2 | May 15, 2017 | J | 478,867 | — | D | 0 | I | By Limited Partnership |
| Series 1 Common StockF1,F3 | May 15, 2017 | J | 718,301 | — | D | 0 | I | By Limited Partnership |
| Series 1 Common StockF1,F4 | May 15, 2017 | J | 3,591,493 | — | D | 0 | I | By Limited Partnership |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents a pro-rata in-kind distribution of Series 1 common stock of the Issuer by NVP VI-A, NVP VII-A and NVP XI (each as defined below), without consideration, to its limited and general partners (the "Distribution"). Each recipient of shares in the Distribution has entered into a Tender and Support Agreement dated May 12, 2017 by and among the recipients, R Acquisition Sub, Inc. ("Purchaser") and Harland Clarke Holdings Corp. ("Parent") pursuant to which such recipients have agreed to tender the distributed shares in the tender offer (the "Tender Offer") contemplated by that certain Agreement and Plan of Merger by and between the Issuer, Parent and Purchaser dated as of April 10, 2017. Recipients of shares in the Distribution may further distribute the shares to their members or partners in the future, conditioned upon such recipients entering into substantially similar tender and support agreements requiring those future recipients to tender their shares in the Tender Offer.
- F2The securities shown on Line 1 represent securities held of record by Norwest Venture Partners VI-A, LP ("NVP VI-A"). By virtue of his position as co-Chief Executive Officer of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP VI-A, Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Mr. Crowe disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.
- F3The securities shown on Line 2 represent securities held of record by Norwest Venture Partners VII-A, LP ("NVP VII-A"). By virtue of his position as co-Chief Executive Officer of NVP Associates, the managing member of the general partner of NVP VII-A, Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Mr. Crowe disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.
- F4The securities shown on Line 3 represent securities held of record by Norwest Venture Partners XI, LP ("NVP XI"). By virtue of his position as co-Chief Executive Officer of NVP Associates, the managing member of the general partner of NVP XI, Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Mr. Crowe disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.