Sec Form 4 Filing - AV Partners IX LLC @ RetailMeNot, Inc. - 2013-12-20

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)
C/O AUSTIN VENTURES, 300 WEST 6TH STREET, SUITE 2300
3. Date of Earliest Transaction (MM/DD/YY)
12/20/2013
(Street)
AUSTIN, TX78701
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 12/20/2013 S 392,383 D $ 26 4,998,418 I by Austin Ventures IX, L.P. ( 1 )
Series 1 Common Stock, $0.001 par value 12/20/2013 S 363,442 D $ 26 4,629,745 I by Austin Ventures X, L.P. ( 2 )
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
C/O AUSTIN VENTURES
300 WEST 6TH STREET, SUITE 2300
AUSTIN, TX78701
X
Austin Ventures IX LP
C/O AUSTIN VENTURES
300 WEST 6TH STREET, SUITE 2300
AUSTIN, TX78701
X
AV Partners IX LP
C/O AUSTIN VENTURES
300 WEST 6TH STREET, SUITE 2300
AUSTIN, TX78701
X
AUSTIN VENTURES X LP
300 WEST 6TH STREET
SUITE 2300
AUSTIN, TX78701
X
AV Partners X, L.P.
300 W. 6TH STREET
SUITE 2300
AUSTIN, TX78701
X
AV Partners X, L.L.C.
300 W. 6TH STREET
SUITE 2300
AUSTIN, TX78701
X
Signatures
Megan Engel for AV Partners IX, L.L.C. 12/20/2013
Signature of Reporting Person Date
Megan Engel for Austin Ventures IX, L.P. 12/20/2013
Signature of Reporting Person Date
Megan Engel for AV Partners IX, L.P. 12/20/2013
Signature of Reporting Person Date
Megan Engel for Austin Ventures X, L.P. 12/20/2013
Signature of Reporting Person Date
Megan Engel for AV Partners X, L.P. 12/20/2013
Signature of Reporting Person Date
Megan Engel for AV Partners X, L.L.C. 12/20/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares held directly by Austin Ventures IX, L.P. ("AV IX"). AV Partners IX, L.P. ("AVP IX LP"), the general partner of AV IX, and AV Partners IX, L.L.C. ("AVP IX LLC"), the general partner of 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.
( 2 )Shares held directly by Austin Ventures X, L.P. ("AV X"). AV Partners X, L.P. ("AVP X LP"), the general partner of AV X, and AV Partners X, L.L.C. ("AVP X LLC"), the general partner of 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.

Remarks:
The securities reported exclude 1,198 shares of Series 1 Common Stock and options to purchase 1,302 shares of Series 1 Common Stock held by a family member of Mr. Aragona.This report is one of three reports, each on a separate Form 4, but related 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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