SEC Form 4 · accession 0001520649-16-000056
RetailMeNot, Inc. · SALE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian Sharples
Director
Period of report
Apr 28, 2016
Accepted (ET)
May 2, 2016 · 7:33 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,F2 | Apr 28, 2016 | A | 8,741 | $0.00 | A | 13,011 | D | |
| Series 1 Common Stock, $0.001 par valueF3 | holding | — | — | — | 31,555 | I | by Moose Pond Investments, LP |
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)F4 | $8.58 | Apr 28, 2016 | A | 17,792 | A | Apr 28, 2017 | Apr 28, 2026 | Series 1 Common Stock, $0.0001 par value | 17,792 | 17,792 | 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 completely, and the vested shares will be delivered to Reporting Person, on the earlier of (i) the first anniversary of the date of grant, and (ii) the date one day prior to the Annual Shareholders' Meeting in the year following the year of grant. The grant will be settled pursuant to the terms of the Issuer's 2013 Equity Incentive Plan.
- F2Since the date of Reporting Person's last ownership report, he transferred 1,007 shares of Issuer's Series 1 Common Stock to his ex-wife pursuant to a domestic relations order.
- F3Moose 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.
- F4Option vests and becomes exercisable on the earlier of (i) the first anniversary of the date of grant, and (ii) the date one day prior to the Annual Shareholders' Meeting in the year following the year of grant.