SEC Form 4 · accession 0001520649-15-000015
RetailMeNot, Inc. · SALE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
G Cotter Cunningham
Officer — President, CEO, & Chairman · Director
Period of report
Feb 15, 2015
Accepted (ET)
Feb 17, 2015 · 5:07 pm EST
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 | Feb 15, 2015 | A | 94,000 | $0.00 | A | 445,272 | D | |
| Series 1 Common Stock, $0.001 par valueF2 | holding | — | — | — | 11,817 | I | by H.G. Cunningham 2011 Gift Trust | |
| Series 1 Common Stock, $0.001 par valueF2 | holding | — | — | — | 11,817 | I | by C.P. Cunningham 2011 Gift Trust | |
| Series 1 Common Stock, $0.001 par valueF2 | holding | — | — | — | 11,817 | 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 | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F3 | $16.41 | Feb 15, 2015 | A | 175,000 | A | Mar 15, 2015 | Feb 15, 2025 | Series 1 Common Stock, $0.001 par value | 175,000 | 175,000 | D |
Explanation of responses
- F1Reflects the grant of restricted stock units (RSUs) that will entitle Reporting Person to receive one (1) share of Series 1 Common Stock per RSU. The RSUs will vest, and the vested shares will be delivered to Reporting Person, with respect to twenty-five percent (25%) of the units on each of the first four (4) anniversaries of the date of grant and will be settled pursuant to the terms of the Issuer's 2013 Equity Incentive Plan.
- F2These shares are held in a trust for the benefit of Reporting Person's child.
- F3Option vests and becomes exercisable in a series of forty-eight (48) successive monthly installments over the forty-eight- (48-) month period beginning on the date exercisable.