Initial Statement of Beneficial Ownership (3)
June 10 2015 - 4:26PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
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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
*
Magaro Michael
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2. Date of Event Requiring Statement (MM/DD/YYYY)
6/1/2015
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3. Issuer Name
and
Ticker or Trading Symbol
RetailMeNot, Inc. [SALE]
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(Last)
(First)
(Middle)
301 CONGRESS AVE, STE 700
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
SVP, Corp Development & IR /
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(Street)
AUSTIN, TX 78701
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Series 1 Common Stock, $0.001 par value
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18066
(1)
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D
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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. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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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5/8/2013
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5/8/2023
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Series 1 Common Stock, $0.001 par value
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56250
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$19
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D
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Non-Qualified Stock Option (right to buy)
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3/15/2015
(2)
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2/15/2025
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Series 1 Common Stock, $0.001 par value
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19110
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$16.41
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D
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Explanation of Responses:
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(
1)
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Includes 17,095 restricted stock units (RSUs) that will entitle Reporting Person to receive one (1) share of common stock per RSU. 7,540 of the RSUs will vest, and the vested shares will be delivered to Reporting Person, with respect to one-third (1/3) of the units annually, beginning on 11/15/2015; 9,555 of the RSUs will vest, and the vested shares will be delivered to Reporting Person, with respect to twenty-five percent (25%) of the units annually, beginning on 2/15/2016. All RSUs will be settled pursuant to the terms of the Issuer's 2013 Equity Incentive Plan.
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(
2)
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Option vests and becomes exercisable in a series of forty-eight (48) successive monthly installments over the forty-eight- (48-) month period beginning on the date exercisable.
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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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Magaro Michael
301 CONGRESS AVE, STE 700
AUSTIN, TX 78701
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SVP, Corp Development & IR
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Signatures
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Megan Engel for Michael Magaro
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6/10/2015
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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 5(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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