Amended Statement of Ownership (sc 13g/a)
February 12 2016 - 6:12AM
Edgar (US Regulatory)
Page 1 of 18
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 2)*
RetailMeNot, Inc.
(Name of Issuer)
Series 1 Common Stock
(Title of Class
of Securities)
76132B106
(CUSIP Number)
December 31, 2015
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
*The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following pages)
Page 1
of 18
Exhibit Index on Page 16
CUSIP # 76132B106 |
Page 2 of 18 |
1 |
NAME OF REPORTING
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Austin
Ventures IX, L.P. (“AV IX”) |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
-0- |
|
6 |
SHARED VOTING POWER
-0- |
|
7 |
SOLE DISPOSITIVE POWER
-0- |
|
8 |
SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON -0- |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% |
12 |
TYPE OF REPORTING
PERSON
PN |
CUSIP # 76132B106 |
Page 3 of 18 |
1 |
NAME OF REPORTING
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AV
Partners IX, L.P. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
-0- |
|
6 |
SHARED VOTING POWER
-0- |
|
7 |
SOLE DISPOSITIVE POWER
-0- |
|
8 |
SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON -0- |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% |
12 |
TYPE OF REPORTING
PERSON
PN |
|
|
CUSIP # 76132B106 |
Page 4 of 18 |
1 |
NAME OF REPORTING
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AV
Partners IX, L.L.C. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
-0- |
|
6 |
SHARED VOTING POWER
-0- |
|
7 |
SOLE DISPOSITIVE POWER
-0- |
|
8 |
SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON -0- |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% |
12 |
TYPE OF REPORTING
PERSON OO |
CUSIP # 76132B106 |
Page 5 of 18 |
1 |
NAME OF REPORTING
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Austin
Ventures X, L.P. (“AV X”) |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
-0- |
|
6 |
SHARED VOTING POWER
-0- |
|
7 |
SOLE DISPOSITIVE POWER
-0- |
|
8 |
SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON -0- |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
0.0% |
12 |
TYPE OF REPORTING PERSON
PN |
CUSIP # 76132B106 |
Page 6 of 18 |
1 |
NAME OF REPORTING
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AV
Partners X, L.P. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
-0- |
|
6 |
SHARED VOTING POWER
-0- |
|
7 |
SOLE DISPOSITIVE POWER
-0- |
|
8 |
SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON -0- |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% |
12 |
TYPE OF REPORTING
PERSON PN |
CUSIP # 76132B106 |
Page 7 of 18 |
1 |
NAME OF REPORTING
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AV
Partners X, L.L.C. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
-0- |
|
6 |
SHARED VOTING POWER
-0- |
|
7 |
SOLE DISPOSITIVE POWER
-0- |
|
8 |
SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON -0- |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% |
12 |
TYPE OF REPORTING
PERSON
OO |
CUSIP # 76132B106 |
Page 8 of 18 |
1 |
NAME OF REPORTING
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph
C. Aragona |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
-0- |
|
6 |
SHARED VOTING POWER
-0- |
|
7 |
SOLE DISPOSITIVE POWER
-0- |
|
8 |
SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON -0- |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% |
12 |
TYPE OF REPORTING PERSON
IN |
CUSIP # 76132B106 |
Page 9 of 18 |
1 |
NAME OF REPORTING
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth
P. DeAngelis |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
-0- |
|
6 |
SHARED VOTING POWER
-0- |
|
7 |
SOLE DISPOSITIVE POWER
-0- |
|
8 |
SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON -0- |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% |
12 |
TYPE OF REPORTING
PERSON
IN |
CUSIP # 76132B106 |
Page 10 of 18 |
1 |
NAME OF REPORTING
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Christopher
A. Pacitti |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
30,000 |
|
6 |
SHARED VOTING POWER
-0- |
|
7 |
SOLE DISPOSITIVE POWER
30,000 |
|
8 |
SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 30,000 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1% |
12 |
TYPE OF REPORTING
PERSON
IN |
CUSIP # 76132B106 |
Page 11 of 18 |
1 |
NAME OF REPORTING
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Philip
S. Siegel |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
-0- |
|
6 |
SHARED VOTING POWER
-0- |
|
7 |
SOLE DISPOSITIVE POWER
-0- |
|
8 |
SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON -0- |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% |
12 |
TYPE OF REPORTING
PERSON
IN |
CUSIP # 76132B106 |
Page 12 of 18 |
1 |
NAME OF REPORTING
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John
D. Thornton |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
-0- |
|
6 |
SHARED VOTING POWER
-0- |
|
7 |
SOLE DISPOSITIVE POWER
-0- |
|
8 |
SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON -0- |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES ¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% |
12 |
TYPE OF REPORTING
PERSON
IN |
CUSIP # 76132B106 |
Page 13 of 18 |
This Amendment No. 2 amends
the Statement on Schedule 13G, previously filed by Austin Ventures IX, L.P., a Delaware limited partnership, AV Partners IX, L.P.,
a Delaware limited partnership, AV Partners IX, L.L.C., a Delaware limited liability company, Austin Ventures X, L.P., a Delaware
limited partnership, AV Partners X, L.P., a Delaware limited partnership, AV Partners X, L.L.C., a Delaware limited liability company,
Joseph C. Aragona, Kenneth P. DeAngelis, Christopher A. Pacitti, Philip S. Siegel and John D. Thornton. The foregoing entities
and individuals are collectively referred to as the “Reporting Persons.” Only those items as to which there has been
a change are included in this Amendment No. 2.
The following information with respect
to the ownership of the Series 1 Common Stock of the issuer by the person filing this Statement is provided as of December 31,
2015.
| (a) | Amount beneficially owned: |
See Row 9 of cover page for each Reporting
Person.
See Row 11 of cover page for each Reporting
Person.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
See Row 5 of cover page for each Reporting
Person.
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting
Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting
Person.
| (iv) | Shared power to dispose or to direct the disposition of: |
See Row 8 of cover page for each Reporting
Person.
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following: x
Yes
CUSIP # 76132B106 |
Page 14 of 18 |
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2016
AUSTIN VENTURES IX, L.P. |
/s/ Kevin Kunz |
By AV Partners IX, L.P., |
Signature |
Its General Partner |
|
By AV Partners IX, L.L.C. |
Kevin Kunz |
Its General Partner |
Chief Financial Officer/Attorney-In-Fact |
|
|
AV PARTNERS IX, L.P. |
/s/ Kevin Kunz |
By AV Partners IX, L.L.C. |
Signature |
Its General Partner |
|
|
Kevin Kunz |
|
Chief Financial Officer/Attorney-In-Fact |
|
|
AV PARTNERS IX, L.L.C. |
/s/ Kevin Kunz |
|
Signature |
|
|
|
Kevin Kunz |
|
Chief Financial Officer/Attorney-In-Fact |
|
|
AUSTIN VENTURES X, L.P. |
/s/ Kevin Kunz |
By AV Partners X, L.P., |
Signature |
Its General Partner |
|
By AV Partners X, L.L.C., |
Kevin Kunz |
Its General Partner |
Chief Financial Officer/Attorney-In-Fact |
|
|
AV PARTNERS X, L.P. |
/s/ Kevin Kunz |
By AV Partners X, L.L.C., |
Signature |
Its General Partner |
|
|
Kevin Kunz |
|
Chief Financial Officer/Attorney-In-Fact |
|
|
AV PARTNERS X, L.L.C. |
/s/ Kevin Kunz |
|
Signature |
|
|
|
Kevin Kunz |
|
Chief Financial Officer/Attorney-In-Fact |
CUSIP # 76132B106 |
Page 15 of 18 |
JOSEPH C. ARAGONA |
/s/ Kevin Kunz |
|
Signature |
|
|
|
Kevin Kunz |
|
Chief Financial Officer/Attorney-In-Fact |
|
|
KENNETH P. DeANGELIS |
/s/ Kevin Kunz |
|
Signature |
|
|
|
Kevin Kunz |
|
Chief Financial Officer/Attorney-In-Fact |
|
|
CHRISTOPHER A. PACITTI |
/s/ Kevin Kunz |
|
Signature |
|
|
|
Kevin Kunz |
|
Chief Financial Officer/Attorney-In-Fact |
|
|
PHILIP S. SIEGEL |
/s/ Kevin Kunz |
|
Signature |
|
|
|
Kevin Kunz |
|
Chief Financial Officer/Attorney-In-Fact |
|
|
JOHN D. THORNTON |
/s/ Kevin Kunz |
|
Signature |
|
|
|
Kevin Kunz |
|
Chief Financial Officer/Attorney-In-Fact |
CUSIP # 76132B106 |
Page 16 of 18 |
EXHIBIT INDEX
|
|
Found on
Sequentially |
Exhibit |
|
Numbered Page |
|
|
|
Exhibit A: Agreement of Joint Filing |
|
17 |
|
|
|
Exhibit B: Power of Attorney |
|
18 |
CUSIP # 76132B106 |
Page 17 of 18 |
exhibit A
Agreement of Joint Filing
Note that a copy of the applicable
Agreement of Joint Filing is already on file with the appropriate agencies.
CUSIP # 76132B106 |
Page 18 of 18 |
EXHIBIT B
Power
of Attorney
Note that a copy of the applicable
Power of Attorney is already on file with the appropriate agencies.
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