Statement of Changes in Beneficial Ownership (4)
May 04 2015 - 4:54PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Rajaram Gokul
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2. Issuer Name
and
Ticker or Trading Symbol
RetailMeNot, Inc.
[
SALE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
301 CONGRESS AVENUE, SUITE 700
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/30/2015
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(Street)
AUSTIN, TX 78701
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Series 1 Common Stock, $0.001 par value
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4/30/2015
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A
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3264
(1)
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A
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$0
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9675
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D
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Series 1 Common Stock, $0.001 par value
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236
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I
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by Rajaram Family Trust
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Qualified Stock Option (right to buy)
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$18.38
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4/30/2015
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A
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7129
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4/30/2016
(3)
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4/30/2025
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Series 1 Common Stock, $0.001 par value
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7129
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$0
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7129
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D
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Explanation of Responses:
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(
1)
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Reflects 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.
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(
2)
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These shares are held in a trust for the benefit of Reporting Person's children. Reporting Person is co-trustee of the trust.
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(
3)
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Option 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Rajaram Gokul
301 CONGRESS AVENUE
SUITE 700
AUSTIN, TX 78701
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X
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Signatures
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Megan Engel for Gokul Rajaram
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5/4/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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