Tracy Knox Form 4 RIGHTSIDE / Tracy Knox 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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^*

Knox Tracy

(Last) (First) (Middle)

5808 LAKE WASHINGTON BLVD. NE

SUITE 300

(Street)

KIRKLAND WA 98033

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RIGHTSIDE GROUP, LTD. [ NAME ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2017

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
Common Stock	07/27/2017		U		205,780(1)	D	$10.6	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
Stock Option (right to buy)	$8.77	07/28/2017		D			85,519	(2)	04/12/2026	Common Stock	85,519	(3)	0	D
Stock Option (right to buy)	$8.48	07/28/2017		D			88,443	(4)	03/06/2027	Common Stock	88,443	(3)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger dated June 13, 2017 by and among Donuts Inc., DTS Sub Inc. and the Issuer (the "Merger Agreement"), (i) each share of common stock was tendered for $10.60 in cash (less applicable tax withholding), and (ii) upon the closing of the merger on July 28, 2017, each outstanding restricted stock unit ("RSU") was exchanged for the right to receive $10.60 in cash (less applicable tax withholding), subject to the same vesting schedule and other terms and conditions that applied to the original RSU award, including any acceleration provisions set forth in any written employment agreement.

2. Twenty five percent (25%) of the shares subject to the option shall become vested and exercisable on February 15, 2017 and the remainder of the shares subject to the option shall vest and become exercisable in twelve (12) equal installments on each three (3) month anniversary thereafter.

3. Pursuant to the terms of the Merger Agreement, all outstanding stock options were cancelled. Options with an exercise price per share less than $10.60 received a cash payment (less applicable tax withholdings) equal to, on a per share basis, $10.60 per share less the exercise price per share.

4. Shares subject to the option shall vest and become exercisable in sixteen (16) equal installments with the first vest to occur on May 15, 2017, and subsequent vests to occur on each three (3) month anniversary thereafter.

	/s/ Elizabeth Y. Lee , Attorney-in-fact	08/01/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.