Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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 Issuers 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
|
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
525 University Ave, Suite 800
Palo Alto, CA 94301
525 University Ave, Suite 800
Palo Alto, CA 94301
525 University Ave, Suite 800
Palo Alto, CA 94301
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
|
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
76132B106
(1) Norwest Venture Partners XI, LP (NVP XI): At December 31, 2016, NVP XI
owned of record 3,591,493 shares of Issuers 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
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