SEC Form 4 · accession 0001509432-18-000034
RPX Corp · RPXC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Martin E Roberts
Officer — Chief Executive Officer · Director
Period of report
Jun 19, 2018
Accepted (ET)
Jun 19, 2018 · 7:04 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,F2 | Jun 19, 2018 | U | 174,968 | — | D | 65,477 | D | |
| Common StockF2 | Jun 19, 2018 | A | 47,619 | $0.00 | A | 113,096 | D | |
| Common StockF2,F3 | Jun 19, 2018 | D | 113,096 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F5,F4 | $15.98 | Jun 19, 2018 | D | 25,000 | D | Feb 24, 2012 | Jan 23, 2022 | Common Stock | 25,000 | 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.
- F2Reflects restricted stock units, each representing a contingent right to receive one share of Issuer's common stock.
- F3Upon or in connection with the Merger, each of 2,976 vested restricted stock units was cancelled and converted into the right to receive an amount in cash equal to the Offer Price, subject to any applicable withholding taxes. Each of the remaining unvested restricted stock units was assumed and substituted by Parent (the "Substituted RSUs") and will continue to have, and be subject to, the same terms and conditions as were in effect immediately prior to the effective time of the Merger (including with respect to vesting, settlement and forfeiture terms), except for changes to certain terms rendered inoperative by reason of the Merger or for such certain administrative or ministerial changes, and, upon vesting, the holder thereof shall be entitled, for each Substituted RSU, to an amount in cash, without interest, equal to the Offer Price, less any required withholding taxes, payable on the applicable vesting and settlement date.
- F4The outstanding stock options subject to the grant are fully vested and exercisable.
- F5Upon 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.