SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Charles River Partnership XIII, LP

(Last) (First) (Middle)
ONE BROADWAY
15TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RPX Corp [ RPXC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Common Stock 02/16/2012 J(1) 1,254,486 D $0 7,308,282(2)(3)(4) D(2)(4)
Common Stock 02/16/2012 J(5) 20,125 D $0 7,108,753(2)(6)(7) D(2)(7)
Common Stock 02/16/2012 J(8) 22 D $0 7,308,282(2)(3)(4) D(2)(4)
Common Stock 02/16/2012 S(9) 35,211 D $19.3245 7,308,282(3)(4) D(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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
Charles River Partnership XIII, LP

(Last) (First) (Middle)
ONE BROADWAY
15TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Charles River Friends XIII-A LP

(Last) (First) (Middle)
c/o Charles River Ventures Inc
ONE BROADWAY, 15TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Charles River XIII GP, LP

(Last) (First) (Middle)
ONE BROADWAY
15TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Charles River XIII GP, LLC

(Last) (First) (Middle)
ONE BROADWAY
15TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
Explanation of Responses:
1. Pro rata distribution for no consideraton to partners of Charles River Partnership XIII, LP ("XIII LP").
2. The pro rata distribution from XIII LP to its partners, and from one partner to another partner as general partner or member of the distributing partner, reflects a change in form of beneficial ownership only of the ultimate partner, and does not reflect a change in such ultimate partner's pecuniary interest in the securities reported herein.
3. Includes 7,108,753 shares held by XIII LP and 199,529 shares held by Charles River Friends XIII-A, LP ("XIII-A LP").
4. Charles River XIII GP, LP ("CR XIII GP LP") is the General Partner of XIII LP. Charles River XIII GP, LLC ("CR XIII GP LLC") is the General Partner of both XIII-A LP and CR XIII GP LP. Each of XIII LP, XIII-A LP, CR XIII GP LP and CR XIII GP LLC may be deemed to beneficially own the reported securities, but each disclaims beneficial ownership of such reported securities except to the extent of its pecuniary interest therein. The filing of this statement by any reporting person shall not be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement.
5. Pro rata distribution for no consideration from Charles River XIII GP, LP to its partners.
6. Represents 7,108,753 shares held by XIII LP.
7. CR XIII GP LP is the General Partner of XIII LP. CR XIII GP LLC is the General Partner of CR XIII GP LP. Each of XIII LP, CR XIII GP LP and CR XIII GP LLC may be deemed to beneficially own the reported securities, but each disclaims beneficial ownership of such reported securities except to the extent of its pecuniary interest therein. The filing of this statement by any reporting person shall not be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement.
8. Pro rata distribution for no consideration from CR XIII GP LLC to its members.
9. Sale by XIII-A LP.
/s/ Sarah Reed, as Attorney-in-Fact for Charles River Partnership XIII, LP 02/16/2012
/s/ Sarah Reed, as Attorney-in-Fact for Charles River Friends XIII-A, LP 02/16/2012
/s/ Sarah Reed, as Attorney-in-Fact for Charles River XIII GP, LP 02/16/2012
/s/ Sarah Reed, as Attorney-in-Fact for Charles River XIII GP, LLC 02/16/2012
** Signature of Reporting Person Date
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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