RetailMeNot, Inc. 4

Accession 0000899243-17-014425

CIK 0001475274operating

Filed

May 24, 8:00 PM ET

Accepted

May 25, 9:21 PM ET

Size

21.2 KB

Accession

0000899243-17-014425

Form 4

Period: 2017-05-23

Chief Operating Officer

Transactions

Disposition to Issuer
Series 1 Common Stock, $0.001 par value
2017-05-23−82,938→ 0 total
Disposition to Issuer
Employee Stock Option (Right to Buy)
2017-05-23$1.24/sh−10,937$13,562→ 0 total
Exercise: $10.36Exp: 2022-05-31→ Series 1 Common Stock (10,937 underlying)
Disposition to Issuer
Employee Stock Option (Right to Buy)
2017-05-23$6.28/sh−2,500$15,700→ 0 total
Exercise: $5.32Exp: 2021-10-19→ Series 1 Common Stock (2,500 underlying)
Disposition to Issuer
Series 1 Common Stock, $0.001 par value
2017-05-23$11.60/sh−185,555$2,152,438→ 82,938 total
Disposition to Issuer
Employee Stock Option (Right to Buy)
2017-05-23−70,000→ 0 total
Exercise: $32.58Exp: 2024-01-17→ Series 1 Common Stock (70,000 underlying)
Disposition to Issuer
Employee Stock Option (Right to Buy)
2017-05-23$5.07/sh−24,920$126,344→ 0 total
Exercise: $6.53Exp: 2026-02-15→ Series 1 Common Stock (24,920 underlying)
Disposition to Issuer
Employee Stock Option (Right to Buy)
2017-05-23−89,250→ 0 total
Exercise: $18.52Exp: 2023-02-15→ Series 1 Common Stock (89,250 underlying)
Disposition to Issuer
Employee Stock Option (Right to Buy)
2017-05-23−104,000→ 0 total
Exercise: $16.41Exp: 2025-02-15→ Series 1 Common Stock (104,000 underlying)

Footnotes (4)

[F1]Disposed of upon the closing of the tender offer and merger pursuant to the Agreement and Plan of Merger by and among Harland Clarke Holdings Corp. ("Parent"), R. Acquisition Sub, Inc. ("Purchaser") (a wholly owned subsidiary of Parent), and Issuer, dated as of April 10, 2017 (the "Merger Agreement"), whereby Purchaser acquired each outstanding share of Series 1 common stock of the Issuer for a cash payment of $11.60 per share.
[F2]Disposed of pursuant to the Merger Agreement whereby such Restricted Stock Units were terminated in exchange for the right to receive future cash payments in the amount of $11.60 per terminated Restricted Stock Unit pursuant to the Restricted Stock Unit's original vesting schedule.
[F3]Disposed of pursuant to the Merger Agreement, whereby each stock option that was outstanding and unexercised immediately prior to the Effective Time (as defined in the Merger Agreement), whether or not vested, was cancelled in exchange for the right to receive cash in an amount equal to the product of (i) the total number of shares subject to each such option immediately prior to the Effective Time and (ii) the excess, if any, of (x) $11.60 over (y) the exercise price per share subject to such stock option.
[F4]Pursuant to the terms of the Merger Agreement, options with an exercise price greater than $11.60 per share were terminated without any payment therefore in the Merger (as defined in the Merger Agreement).

Documents

1 file

RetailMeNot, Inc.

CIK 0001475274

Entity typeoperating

IncorporatedDE