SEC Form 4 · accession 0001509432-18-000028

RPX Corp · RPXC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Shelby W Bonnie

Director

Period of report

Jun 19, 2018

Accepted (ET)

Jun 19, 2018 · 6:58 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001509432

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock^F1	Jun 19, 2018	U	24,757	—	D	D
Common Stock^F1,F2	Jun 19, 2018	U	1,700	—	D	I	See Footnote
Common Stock^F1,F3	Jun 19, 2018	U	500	—	D	I	See Footnote
Common Stock^F1,F4	Jun 19, 2018	U	200	—	D	I	See Footnote
Common Stock^F1,F5	Jun 19, 2018	U	500	—	D	I	See Footnote
Common Stock^F1,F6	Jun 19, 2018	U	200	—	D	I	See Footnote
Common Stock^F1,F7	Jun 19, 2018	U	500	—	D	I	See Footnote
Common Stock^F1,F8	Jun 19, 2018	U	200	—	D	I	See Footnote
Common Stock^F1,F9	Jun 19, 2018	U	200	—	D	I	See Footnote
Common Stock^F1,F10	Jun 19, 2018	U	200	—	D	I	See Footnote
Common Stock^F1,F11	Jun 19, 2018	U	200	—	D	I	See Footnote
Common Stock^F1,F12	Jun 19, 2018	U	35,236	—	D	I	See Footnote
Common Stock^F1,F13	Jun 19, 2018	U	1,700	—	D	I	See Footnote
Common Stock^F1,F14	Jun 19, 2018	U	1,700	—	D	I	See Footnote
Common Stock^F1,F15	Jun 19, 2018	U	5,500	—	D	I	See Footnote
Common Stock^F1,F16	Jun 19, 2018	U	4,600	—	D	I	See Footnote
Common Stock^F1,F17	Jun 19, 2018	U	6,100	—	D	I	See Footnote
Common Stock^F1,F18	Jun 19, 2018	U	11,300	—	D	I	See Footnote
Common Stock^F1,F19	Jun 19, 2018	U	2,400	—	D	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (Right to Buy)^F21,F20	$9.85	Jun 19, 2018	D	60,000	D	—	Jan 30, 2021	Common Stock	60,000	0	D
Stock Option (Right to Buy)^F21,F20	$15.25	Jun 19, 2018	D	7,500	D	—	Jun 18, 2022	Common Stock	7,500	0	D

Explanation of responses

F1Issuer entered into an Agreement and Plan of Merger, dated April 30, 2018 (the "Merger Agreement"), by and among the Issuer, Riptide Parent, LLC ("Parent"), and Riptide Purchaser, Inc., a wholly owned subsidiary of Parent ("Purchaser"). Parent and Purchaser are beneficially owned by affiliates of HGGC, LLC. Pursuant to the Merger Agreement and the tender offer commenced in connection therewith, each share of Issuer common stock held by the Reporting Person was tendered for $10.50 per share in cash (the "Offer Price"), without interest and subject to any required withholding of taxes. Pursuant to the Merger Agreement, on June 19, 2018, Purchaser was merged with and into the Issuer (the "Merger"), with the Issuer being the surviving corporation and becoming a wholly owned subsidiary of Parent.
F10Shares held by GST Exempt Descendants Trust II FBO Virginia Bonnie.
F11Shares held by GST Exempt Descendants Trust II FBO Henry Bonnie.
F12Shares held by MHV Partners LLC.
F13Shares held by Cornelia Bonnie Revocable Trust, of which reporting person is a beneficiary.
F14Shares held by Edward Bonnie Revocable Trust, of which reporting person is a beneficiary.
F15Shares held by Shelby Bonnie Trust DTD 12/20/1968, of which reporting person is a beneficiary.
F16Shares held by Shelby Bonnie Trust DTD 3/27/1959, of which reporting person is a beneficiary.
F17Shares held by Shelby Bonnie Trust DTD 10/20/1964, of which reporting person is a beneficiary.
F18Shares held by Cornelia Bonnie Trust DTD 11/10/1970, of which reporting person is a beneficiary.
F19Shares held by Edward Bonnie Trust DTD 8/15/1966, of which reporting person is a co-trustee and beneficiary.
F2Shares held by Merlin Investments LLC. Mr. Shelby disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
F20The outstanding stock options subject to the grant are fully vested and exercisable.
F21Upon or in connection with the Merger, this option was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of the Offer Price over the applicable per-share exercise price of such cancelled option, multiplied by (ii) the total number of shares of Issuer's common stock underlying such option, less any required withholding taxes, provided, that, if the per-share exercise price of any such option was equal to or greater than the Offer Price, such option was cancelled for no consideration.
F3Shares held by Mason Bonnie Descendants Trust I.
F4Shares held by Mason Bonnie Descendants Trust II.
F5Shares held by Virginia Ayer Bonnie Descendants Trust I.
F6Shares held by Virginia Ayer Bonnie Descendants Trust II.
F7Shares held by Henry Bonnie Descendants Trust I.
F8Shares held by Henry Bonnie Descendants Trust II.
F9Shares held by GST Exempt Descendants Trust II FBO Mason Bonnie.