Sec Form 4 Filing - AV Partners IX LLC @ RetailMeNot, Inc. - 2014-03-12

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
AV Partners IX LLC
2. Issuer Name and Ticker or Trading Symbol
RetailMeNot, Inc. [ SALE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
300 WEST 6TH STREET, SUITE 2300
3. Date of Earliest Transaction (MM/DD/YY)
03/12/2014
(Street)
AUSTIN, TX78701-3902
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/12/2014 J( 1 ) 1,038,291 D $ 0 3,960,127 D ( 2 )
Series 1 Common Stock, $0.001 par value 03/12/2014 J( 3 ) 10,383 A $ 0 10,383 D ( 4 )
Series 1 Common Stock, $0.001 par value 03/12/2014 S 1,721 D $ 37.5 ( 9 ) 8,662 D ( 4 )
Series 1 Common Stock, $0.001 par value 03/12/2014 S 8,662 D $ 38.04 ( 10 ) 0 D ( 4 )
Series 1 Common Stock, $0.001 par value 03/12/2014 J( 5 ) 961,709 D $ 0 3,668,036 D ( 6 )
Series 1 Common Stock, $0.001 par value 03/12/2014 J( 7 ) 9,617 A $ 0 9,617 D ( 8 )
Series 1 Common Stock, $0.001 par value 03/12/2014 S 1,594 D $ 37.5 ( 9 ) 8,023 D ( 8 )
Series 1 Common Stock, $0.001 par value 03/12/2014 S 8,023 D $ 38.04 ( 10 ) 0 D ( 8 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AV Partners IX LLC
300 WEST 6TH STREET, SUITE 2300
AUSTIN, TX78701-3902
X
Austin Ventures IX LP
300 WEST 6TH STREET
AUSTIN, TX78701
X
AV Partners IX LP
300 WEST 6TH STREET, SUITE 2300
AUSTIN, TX78701
X
AUSTIN VENTURES X LP
300 WEST 6TH ST., SUITE 2300
AUSTIN, TX78701
X
AV Partners X, L.P.
300 WEST 6TH ST., SUITE 2300
AUSTIN, TX78701
X
AV Partners X, L.L.C.
300 WEST 6TH ST., SUITE 2300
AUSTIN, TX78701
X
Signatures
Megan Engel for Austin Ventures IX, L.P. 03/13/2014
Signature of Reporting Person Date
Megan Engel for AV Partners IX, L.P. 03/13/2014
Signature of Reporting Person Date
Megan Engel for AV Partners IX, L.L.C. 03/13/2014
Signature of Reporting Person Date
Megan Engel for Austin Ventures X, L.P. 03/13/2014
Signature of Reporting Person Date
Megan Engel for AV Partners X, L.P. 03/13/2014
Signature of Reporting Person Date
Megan Engel for AV Partners X, L.L.C. 03/13/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Austin Ventures IX, L.P. ("AV IX") without consideration to its limited partners and its general partner, AV Partners IX, L.P. ("AVP IX LP") (the "AV IX Fund Distribution").
( 2 )Shares held directly by AV IX. AVP IX LP, the general partner of AV IX, and AV Partners IX, L.L.C. ("AVP IX LLC"), the general partner AVP IX LP, may each be deemed to have sole voting and dispositive powers over the shares held by AV IX. Joseph C. Aragona, C. Thomas Ball, Kenneth P. DeAngelis, Christopher A. Pacitti, Philip S. Siegel, and John D. Thornton are members of or are associated with AVP IX LLC and may be deemed to share voting and dispositive power over the shares held by AV IX. Such persons and entities disclaim beneficial ownership of shares held by AV IX, except to the extent of any pecuniary interest therein.
( 3 )Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the AV IX Fund Distribution.
( 4 )Shares held directly by AVP IX LP. AVP IX LLC, the general partner AVP IX LP, may be deemed to have sole voting and dispositive powers over the shares held by AVP IX LP. Joseph C. Aragona, C. Thomas Ball, Kenneth P. DeAngelis, Christopher A. Pacitti, Philip S. Siegel, and John D. Thornton are members of or are associated with AVP IX LLC and may be deemed to share voting and dispositive power over the shares held by AVP IX LP. Such persons and entities disclaim beneficial ownership of shares held by AVP IX LP, except to the extent of any pecuniary interest therein.
( 5 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Austin Ventures X, L.P. ("AV X") without consideration to its limited partners and its general partner, AV Partners X, L.P. ("AVP X LP") (the "AV X Fund Distribution").
( 6 )Shares held directly by AV X. AVP X LP, the general partner of AV X, and AV Partners X, L.L.C. ("AVP X LLC"), the general partner AVP X LP, may each be deemed to have sole voting and dispositive powers over the shares held by AV X. Joseph C. Aragona, C. Thomas Ball, Kenneth P. DeAngelis, Christopher A. Pacitti, Philip S. Siegel, and John D. Thornton are members of or are associated with AVP X LLC and may be deemed to share voting and dispositive power over the shares held by AV X. Such persons and entities disclaim beneficial ownership of shares held by AV X, except to the extent of any pecuniary interest therein.
( 7 )Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the AV X Fund Distribution.
( 8 )Shares he ld directly by AVP X LP. AVP X LLC, the general partner AVP X LP, may be deemed to have sole voting and dispositive powers over the shares held by AVP X LP. Joseph C. Aragona, C. Thomas Ball, Kenneth P. DeAngelis, Christopher A. Pacitti, Philip S. Siegel, and John D. Thornton are members of or are associated with AVP X LLC and may be deemed to share voting and dispositive power over the shares held by AVP X LP. Such persons and entities disclaim beneficial ownership of shares held by AVP X LP, except to the extent of any pecuniary interest therein.
( 9 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.40 to $37.59, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (9) to this Form 4.
( 10 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.00 to $38.48, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (10) to this Form 4.

Remarks:
This report is one of three reports, each on a separate Form 4, but relating to the same transactions.

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).
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