UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
Amendment No. 3
RETAILMENOT, INC.
(Name of Subject Company)
RETAILMENOT, INC.
(Name of Persons Filing Statement)
Series 1 Common Stock, par value $0.001 per share
(Title of Class of Securities)
76132B106
(CUSIP Number of Class of Securities)
Jonathan B. Kaplan, Esq.
Chief Legal Officer, General Counsel and Secretary
RetailMeNot, Inc.
301 Congress Avenue, Suite 700
Austin, Texas 78701
(512) 777-2970
(Name, address and telephone numbers of person authorized to receive notice and communications
on behalf of the persons filing statement)
With copies to:
Samer M. Zabaneh, Esq.
401 Congress Avenue, Suite 2500
Austin, Texas 78701
(512) 457-7000
☐Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
This Amendment No. 3 (“Amendment No. 3”) amends and supplements Item 9 in the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the U.S. Securities and Exchange Commission on April 24, 2017 by RetailMeNot, Inc., a Delaware corporation (as amended and supplemented from time to time, the “Schedule 14D-9”). The Schedule 14D-9 relates to the tender offer by R Acquisition Sub, Inc., a Delaware corporation (“Purchaser”), and subsidiary of Harland Clarke Holdings Corp., a Delaware corporation (“Parent”), to purchase all of RetailMeNot, Inc.’s outstanding Series 1 common stock, par value of $0.001 per share (the “Shares”) for $11.60 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase of Parent and Purchaser dated April 24, 2017, and in the related Letter of Transmittal, as each may be amended or supplemented from time to time.
Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to items in this Amendment No. 3. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule 14D-9.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:
“(a)(5)(F) Email sent to employees of RetailMeNot, Inc. and its subsidiaries regarding equity award FAQ, first used on May 9, 2017.”
SIGNATURE
After due 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: May 9, 2017
| | RETAILMENOT, INC. |
| | | |
| | By: | /s/ Jonathan B. Kaplan |
| | Name: | Jonathan B. Kaplan |
| | Title: | Chief Legal Officer, General Counsel and Secretary |
