Sec Form 4 Filing - Crowe Jeffrey @ RetailMeNot, Inc. - 2013-07-24

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 Crowe Jeffrey 2. Issuer Name and Ticker or Trading Symbol RetailMeNot, Inc. [ SALE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 525 UNIVERSITY AVENUE, SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 07/24/2013 (Street) PALO ALTO, CA94301 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 07/24/2013 C 936,106 A 936,106 I By Limited Partnership ( 2 ) Series 1 Common Stock 07/24/2013 S 157,239 D $ 21 778,867 I By Limited Partnership ( 2 ) Series 1 Common Stock 07/24/2013 C 1,404,159 A 1,404,159 I By Limited Partnership ( 3 ) Series 1 Common Stock 07/24/2013 S 235,858 D $ 21 1,168,301 I By Limited Partnership ( 3 ) Series 1 Common Stock 07/24/2013 C 7,020,801 A 7,020,801 I By Limited Partnership ( 4 ) Series 1 Common Stock 07/24/2013 S 1,179,308 D $ 21 5,841,493 I By Limited Partnership ( 4 )

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 Series B-2 Preferred Stock ( 1 ) 07/24/2013 C 936,106 ( 1 ) ( 1 ) Series 1 Common Stock 936,106 $ 0 0 I By Limited Partnership ( 2 ) Series B-2 Preferred Stock ( 1 ) 07/24/2013 C 1,404,159 ( 1 ) ( 1 ) Series 1 Common Stock 1,404,159 $ 0 0 I By Limited Partnership ( 3 ) Series B-2 Preferred Stock ( 1 ) 07/24/2013 C 7,020,801 ( 1 ) ( 1 ) Series 1 Common Stock 7,020,801 $ 0 0 I By Limited Partnership ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Crowe Jeffrey 525 UNIVERSITY AVENUE SUITE 800 PALO ALTO, CA94301 X X HAQUE PROMOD 525 UNIVERSITY AVENUE, SUITE 800 PALO ALTO, CA94301 X NORWEST VENTURE PARTNERS VII-A L P 525 UNIVERSITY AVENUE SUITE 800 PALO ALTO, CA94301 X NORWEST VENTURE PARTNERS VI A LP SIXTH AND MARQUETTE MAC: N9305-173 MINNEAPOLIS, MN55479 X Norwest Venture Partners XI, LP SIXTH AND MARQUETTE MAC:N9305-173 MINNEAPOLIS, MN55479 X Howard Matthew D. 525 UNIVERSITY AVENUE SUITE 800 PALO ALTO, CA94301 X Signatures /s/ Kurt Betcher, Attorney-In-Fact 07/26/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series B-2 Preferred Stock was converted into Series 1 Common Stock on a one-for-one basis and has no expiration date. ( 2 )The securities shown on Lines 1 and 2 of Table 1 and Line 1 of Table 2 represent securities held of record by Norwest Venture Partners VI-A, LP ("NVP VI-A"). By virtue of their positions as co-Chief Executive Officers of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP VI-A, Promod Haque, Matthew Howard and Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Messrs. Haque, Howard and Crowe disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein. ( 3 )The securities shown on Lines 3 and 4 of Table 1 and Line 2 of Table 2 represent securities held of record by Norwest Venture Partners VII-A, LP ("NVP VII-A"). By virtue of their positions as co-Chief Executive Officers of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP VII-A, Promod Haque, Matthew Howard and Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Messrs. Haque, Howard and Crowe disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein. ( 4 )The securities shown on Lines 5 and 6 of Table 1 and Line 3 of Table 2 represent securities held of record by Norwest Venture Partners XI, LP ("NVP XI"). By virtue of their positions as co-Chief Executive Officers of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP XI, Promod Haque, Matthew Howard and Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Messrs. Haque, Howard and Crowe disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.

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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