Michael Magaro Form 3 RetailMeNot / Michael Magaro ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Magaro Michael

(Last) (First) (Middle)

301 CONGRESS AVE, STE 700

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2015

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Corp Development & IR

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Series 1 Common Stock, $0.001 par value	18,066(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	05/08/2013	05/08/2023	Series 1 Common Stock, $0.001 par value	56,250	19	D
Non-Qualified Stock Option (right to buy)	03/15/2015(2)	02/15/2025	Series 1 Common Stock, $0.001 par value	19,110	16.41	D

Explanation of Responses:

1. Includes 17,095 restricted stock units (RSUs) that will entitle Reporting Person to receive one (1) share of common stock per RSU. 7,540 of the RSUs will vest, and the vested shares will be delivered to Reporting Person, with respect to one-third (1/3) of the units annually, beginning on 11/15/2015; 9,555 of the RSUs will vest, and the vested shares will be delivered to Reporting Person, with respect to twenty-five percent (25%) of the units annually, beginning on 2/15/2016. All RSUs will be settled pursuant to the terms of the Issuer's 2013 Equity Incentive Plan.

2. Option vests and becomes exercisable in a series of forty-eight (48) successive monthly installments over the forty-eight- (48-) month period beginning on the date exercisable.

	Megan Engel for Michael Magaro	06/10/2015
	** 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 5 (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.
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