SEC Form 4 · accession 0001520649-17-000017
RetailMeNot, Inc. · SALE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul Rogers
Officer — Chief Technology Officer
Period of report
Feb 15, 2017
Accepted (ET)
Feb 17, 2017 · 6:32 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, 2017 | A | 29,300 | $0.00 | A | 110,752 | D | |
| Series 1 Common Stock, $0.001 par value | Feb 15, 2017 | F | 4,874 | $9.25 | D | 105,878 | D | |
| Series 1 Common Stock, $0.001 par value | Feb 15, 2017 | M | 5,101 | $2.08 | A | 110,979 | D | |
| Series 1 Common Stock, $0.001 par valueF2,F3 | Feb 15, 2017 | S | 5,101 | $10.0461 | D | 105,878 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Incentive Stock Option (right to buy)F4 | $2.08 | Feb 15, 2017 | M | 5,101 | D | Jul 15, 2011 | Jul 15, 2021 | Series 1 Common Stock, $0.001 par value | 5,101 | 51,174 | 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.
- F2Shares sold pursuant to Reporting Person's 10b5-1 Trading Plan.
- F3Price represents the weighted average selling price. Prices range between $10.00 and $10.25. Reporting Person undertakes to provide any security holder of RetailMeNot, Inc. or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range.
- F4Option was immediately exercisable on the date of grant with respect to 48,076 option shares, with an additional 48,076 option shares becoming exercisable on January 1 of each subsequent year until all option shares are exercisable.