SEC Form 4 · accession 0001509432-18-000031
RPX Corp · RPXC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven L Fingerhood
Director
Period of report
Jun 19, 2018
Accepted (ET)
Jun 19, 2018 · 7:00 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 | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 19, 2018 | U | 88,714 | — | D | 0 | D |
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)F3,F2 | $15.25 | Jun 19, 2018 | D | 625 | D | — | Jun 18, 2022 | Common Stock | 625 | 0 | D |
| Stock Option (Right to Buy)F3,F2 | $17.05 | Jun 19, 2018 | D | 60,000 | D | — | Apr 25, 2022 | Common Stock | 60,000 | 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.
- F2The outstanding stock options subject to the grant are fully vested and exercisable.
- F3Upon 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.