Sec Form 4 Filing - Kaplan Jonathan @ RetailMeNot, Inc. - 2017-05-21

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
Kaplan Jonathan
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)
CLO, GC & Secretary
(Last) (First) (Middle)
301 CONGRESS AVENUE, SUITE 700
3. Date of Earliest Transaction (MM/DD/YY)
05/21/2017
(Street)
AUSTIN, TX78701
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 05/21/2017 A 42,994 ( 1 ) A $ 0 143,374 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 (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
Employee Stock Option (Right to Buy) $ 6.53 05/21/2017 A 14,702 ( 2 ) 02/15/2026 Series 1 Common Stock 14,702 $ 0 14,702 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kaplan Jonathan
301 CONGRESS AVENUE
SUITE 700
AUSTIN, TX78701
CLO, GC & Secretary
Signatures
Louis J. Agnese, III for Jonathan Kaplan 05/23/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the acquisition of restricted stock units (RSUs) initially granted to Reporting Person on February 15, 2017, but only earned upon the satisfaction of certain performance criteria applicable to the RSUs, which were determined satisfied on May 21, 2017, which will entitle Reporting Person to receive one (1) share of Series 1 Common Stock per RSU. The RSUs will vest, and the vested shares will be delivered to Reporting Person, with respect to twenty-five percent (25%) of the units on each of February 15, 2018, February 15, 2019, February 15, 2020, and February 15, 2021 and will be settled pursuant to the terms of the Issuer's 2013 Equity Incentive Plan.
( 2 )Reflects the acquisition of performance stock options (PSOs) initially granted to Reporting Person on February 15, 2016, but only earned upon the satisfaction of certain performance criteria, which were determined satisfied on May 21, 2017.

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).

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