Kelli Beougher Form 4 RetailMeNot / KELLI BEOUGHER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BEOUGHER KELLI

(Last) (First) (Middle)

301 CONGRESS AVENUE

SUITE 700

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RetailMeNot, Inc. [ SALE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Series 1 Common Stock, $0.001 par value	05/23/2017		D		185,555(1)	D	$11.6	82,938	D
Series 1 Common Stock, $0.001 par value	05/23/2017		D		82,938	D	(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$10.36	05/23/2017		D			10,937	(3)	05/31/2022	Series 1 Common Stock	10,937	$1.24	0	D
Employee Stock Option (Right to Buy)	$6.53	05/23/2017		D			24,920	(3)	02/15/2026	Series 1 Common Stock	24,920	$5.07	0	D
Employee Stock Option (Right to Buy)	$5.32	05/23/2017		D			2,500	(3)	10/19/2021	Series 1 Common Stock	2,500	$6.28	0	D
Employee Stock Option (Right to Buy)	$32.58	05/23/2017		D			70,000	(4)	01/17/2024	Series 1 Common Stock	70,000	(4)	0	D
Employee Stock Option (Right to Buy)	$18.52	05/23/2017		D			89,250	(4)	02/15/2023	Series 1 Common Stock	89,250	(4)	0	D
Employee Stock Option (Right to Buy)	$16.41	05/23/2017		D			104,000	(4)	02/15/2025	Series 1 Common Stock	104,000	(4)	0	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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).

Remarks:

	Louis J. Agnese, III for Kelli Beougher	05/25/2017
	** Signature of Reporting Person	Date
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