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Section 1: SC 13G/A (SC 13G/A)

SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

RetailMeNot, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

76132B106

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


13G

CUSIP NO.     76132B106

 

  1)   

NAME OF REPORTING PERSON

 

Norwest Venture Partners XI, LP

  2)  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3)  

SEC USE ONLY

 

  4)  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   (5)    

SOLE VOTING POWER

 

3,591,493

   (6)   

SHARED VOTING POWER

 

0

   (7)   

SOLE DISPOSITIVE POWER

 

3,591,493

   (8)   

SHARED DISPOSITIVE POWER

 

0

  9)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,591,493

10)  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.41%

12)  

TYPE OF REPORTING PERSON

 

PN

 

2


13G

CUSIP NO.     76132B106

 

  1)   

NAME OF REPORTING PERSON

 

Genesis VC Partners XI, LLC

  2)  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3)  

SEC USE ONLY

 

  4)  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   (5)    

SOLE VOTING POWER

 

3,591,493

   (6)   

SHARED VOTING POWER

 

0

   (7)   

SOLE DISPOSITIVE POWER

 

3,591,493

   (8)   

SHARED DISPOSITIVE POWER

 

0

  9)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,591,493

10)  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.41%

12)  

TYPE OF REPORTING PERSON

 

PN

 

3


13G

CUSIP NO.     76132B106

 

  1)   

NAME OF REPORTING PERSON

 

NVP Associates, LLC

  2)  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3)  

SEC USE ONLY

 

  4)  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   (5)    

SOLE VOTING POWER

 

4,788,661

   (6)   

SHARED VOTING POWER

 

0

   (7)   

SOLE DISPOSITIVE POWER

 

4,788,661

   (8)   

SHARED DISPOSITIVE POWER

 

0

  9)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,788,661

10)  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.88%

12)  

TYPE OF REPORTING PERSON

 

PN

 

4


13G

CUSIP NO.     76132B106

 

  1)   

NAME OF REPORTING PERSON

 

Promod Haque

  2)  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3)  

SEC USE ONLY

 

  4)  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   (5)    

SOLE VOTING POWER

 

4,788,661

   (6)   

SHARED VOTING POWER

 

0

   (7)   

SOLE DISPOSITIVE POWER

 

4,788,661

   (8)   

SHARED DISPOSITIVE POWER

 

0

  9)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,788,661

10)  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.88%

12)  

TYPE OF REPORTING PERSON

 

IN

 

5


13G

CUSIP NO.     76132B106

 

  1)   

NAME OF REPORTING PERSON

 

Jeffrey Crowe

  2)  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3)  

SEC USE ONLY

 

  4)  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   (5)    

SOLE VOTING POWER

 

4,788,661

   (6)   

SHARED VOTING POWER

 

0

   (7)   

SOLE DISPOSITIVE POWER

 

4,788,661

   (8)   

SHARED DISPOSITIVE POWER

 

0

  9)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,788,661

10)  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.88%

12)  

TYPE OF REPORTING PERSON

 

IN

 

6


13G

CUSIP NO.     76132B106

 

  1)   

NAME OF REPORTING PERSON

 

Matthew D. Howard

  2)  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3)  

SEC USE ONLY

 

  4)  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   (5)    

SOLE VOTING POWER

 

4,788,661

   (6)   

SHARED VOTING POWER

 

0

   (7)   

SOLE DISPOSITIVE POWER

 

4,788,661

   (8)   

SHARED DISPOSITIVE POWER

 

0

  9)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,788,661

10)  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.88%

12)  

TYPE OF REPORTING PERSON

 

IN

 

7


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

Item 1(a) Name of Issuer:

RetailMeNot, Inc.

 

Item 1(b) Address of Issuer’s Principal Executive Offices:

301 Congress Avenue, Suite 700

Austin, TX 78701

 

Item 2(a) Name of Person Filing:

 

  1. Norwest Venture Partners XI, LP
  2. Genesis VC Partners XI, LLC
  3. NVP Associates, LLC
  4. Promod Haque
  5. Jeffrey Crowe
  6. Matthew D. Howard

 

Item 2(b) Address of Principal Business Office or, if None, Residence:

 

  1. Norwest Venture Partners XI, LP

525 University Ave, Suite 800

Palo Alto, CA 94301

 

  2. Genesis VC Partners XI, LLC

525 University Ave, Suite 800

Palo Alto, CA 94301

 

  3. NVP Associates, LLC

525 University Ave, Suite 800

Palo Alto, CA 94301

 

  4. Promod Haque

525 University Ave, Suite 800

Palo Alto, CA 94301

 

  5. Jeffrey Crowe

525 University Ave, Suite 800

Palo Alto, CA 94301

 

  6. Matthew D. Howard

525 University Ave, Suite 800

Palo Alto, CA 94301

This statement is filed by Norwest Venture Partners XI, LP on behalf of all of the persons listed above pursuant to Rule 13d-1(d) and Rule 13d-1(k). Norwest Venture Partners XI, LP is a Delaware limited partnership, whose general partner is Genesis VC Partners XI, LLC. NVP Associates, LLC is the managing member of Genesis VC Partners XI, LLC. Promod Haque, Jeffrey Crowe and Matthew D. Howard are co-Chief Executive Officers of NVP Associates, LLC.

 

8


Item 2(c) Citizenship:

 

  1. Norwest Venture Partners XI, LP: Delaware
  2. Genesis VC Partners XI, LLC: Delaware
  3. NVP Associates, LLC: Delaware
  3. Promod Haque: United States of America
  4. Jeffrey Crowe: United States of America
  5. Matthew D. Howard: United States of America

 

Item 2(d) Title of Class of Securities:

Common Stock

 

Item 2(e) CUSIP Number:

76132B106

 

Item 3 Not Applicable

 

Item 4 Ownership:

(1) Norwest Venture Partners XI, LP (“NVP XI”): At December 31, 2016, NVP XI owned of record 3,591,493 shares of Issuer’s common stock (“Common Stock”). This amount represents 7.41% of the total shares of Common Stock outstanding at this date.

(2) Genesis VC Partners XI, LLC (“Genesis XI”): At December 31, 2016, Genesis XI may be deemed to have beneficially owned, by virtue of its status as general partner of NVP XI, 3,591,493 shares of Common Stock. This amount represents 7.41% of the total shares of Common Stock outstanding at this date.

(3) NVP Associates, LLC (“NVP Associates”): At December 31, 2016, NVP Associates may be deemed to have beneficially owned 4,788,661 shares of Common Stock consisting of the following: (1) 3,591,493 shares of Common Stock by virtue of its status as managing member of Genesis XI, the general partner of NVP XI, the record owner of such shares; (2) 718,301 shares of Common Stock by virtue of its status as managing member of Itasca VC Partners VII-A, LLP (“Itasca VII-A”), the general partner of Norwest Venture Partners VII-A, LP (“NVP VII-A”), the record owner of such shares; and (3) 478,867 shares of Common Stock by virtue of its status as managing member of Itasca VC Partners VI-A, LLP (“Itasca VI-A”), the general partner of Norwest Venture Partners VI-A, LP (“NVP VI-A”), the record owner of such shares. This amount represents 9.88% of the total shares of Common Stock outstanding at this date.

(4) Promod Haque: At December 31, 2016, Promod Haque may be deemed to have beneficially owned 4,788,661 shares of Common Stock consisting of the following: (1) 3,591,493 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis XI, which is the general partner of NVP XI, the record owner of such shares; (2) 718,301 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Itasca VII-A, which is the general partner of NVP VII-A, the record owner of such shares; and (3) 478,867 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Itasca VI-A, the general partner of NVP VI-A, the record owner of such shares. This amount represents 9.88% of the total shares of Common Stock outstanding at this date.

 

9


(5) Jeffrey Crowe: At December 31, 2016, Jeffrey Crowe may be deemed to have beneficially owned 4,788,661 shares of Common Stock consisting of the following: (1) 3,591,493 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis XI, which is the general partner of NVP XI, the record owner of such shares; (2) 718,301 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Itasca VII-A, which is the general partner of NVP VII-A, the record owner of such shares; and (3) 478,867 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Itasca VI-A, which is the general partner of NVP VI-A, the record owner of such shares. This amount represents 9.88% of the total shares of Common Stock outstanding at this date.

(6) Matthew D. Howard: At December 31, 2016, Matthew D. Howard may be deemed to have beneficially owned 4,788,661 shares of Common Stock consisting of the following: (1) 3,591,493 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis XI, which is the general partner of NVP XI, the record owner of such shares; (2) 718,301 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Itasca VII-A, which is the general partner of NVP VII-A, the record owner of such shares; and (3) 478,867 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Itasca VI-A, which is the general partner of NVP VI-A, the record owner of such shares. This amount represents 9.88% of the total shares of Common Stock outstanding at this date.

 

Item 5 Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be beneficial owners of more than five percent of the class of securities, check the following [    ].

 

Item 6 Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable

 

Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not Applicable

 

Item 8 Identification and Classification of Members of the Group:

Not Applicable

 

Item 9 Notice of Dissolution of Group:

Not Applicable

 

Item 10 Certification:

Not applicable

 

10


Signature.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

Date: February 14, 2017

NORWEST VENTURE PARTNERS XI, LP

By Genesis VC Partners XI, LLC, as general partner

By NVP Associates, LLC, as managing member

 

By:  

/s/ Kurt Betcher

  Kurt Betcher, Administrative Partner

 

11


AGREEMENT

The undersigned hereby agree that this Schedule 13G to which this Agreement is attached shall be filed by Norwest Venture Partners XI, LP on its own behalf and on behalf of (a) Genesis VC Partners XI, LLC, a Delaware limited liability company, (b) NVP Associates, LLC, a Delaware limited liability company, (c) Promod Haque, (d) Jeffrey Crowe and (e) Matthew D. Howard.

Dated: February 14, 2017

Norwest Venture Partners XI, LP

 

By   Genesis VC Partners XI, LLC, as general partner
By   NVP Associates, LLC, as managing member
By:  

/s/ Kurt Betcher

  Kurt Betcher, Administrative Partner
Genesis VC Partners XI, LLC
By NVP Associates, LLC, as managing member
By:  

/s/ Kurt Betcher

  Kurt Betcher, Administrative Partner
NVP Associates, LLC
By:  

/s/ Kurt Betcher

  Kurt Betcher, Administrative Partner
 

/s/ Kurt Betcher

  Kurt Betcher, as Attorney-in-fact for Promod Haque
 

/s/ Kurt Betcher

  Kurt Betcher, as Attorney-in-fact for Jeffrey Crowe
 

/s/ Kurt Betcher

  Kurt Betcher, as Attorney-in-fact for Matthew D. Howard

 

12

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