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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RPX Corp [ RPXC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/08/2012 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/08/2012 | J(1) | 932,600 | D | $0 | 6,153,275 | D(2) | |||
| Common Stock | 05/08/2012 | J(3) | 147,191 | A | $0 | 147,191 | D(4) | |||
| Common Stock | 05/08/2012 | J(5) | 147,191 | D | $0 | 0 | D(4) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Kleiner Perkins Caufield & Byers XIII, LLC ("KPCB XIII") made pro rata distributions for no consideration of 932,600 shares of common stock of the issuer to its members on May 8, 2012 (the "Distribution"). |
| 2. The shares are directly held by KPCB XIII. The managing member of KPCB XIII is KPCB XIII Associates, LLC ("KPCB XIII Associates"). The voting and dispositive control over these shares is shared by individual managing directors of KPCB XIII, none of whom has veto power. Excludes 447,704 shares in the aggregate beneficially owned by individuals and entities associated with KPCB XIII and held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities each of whom exercise their own voting and dispositive control over such shares. |
| 3. Shares acquired by KPCB XIII Associates in connection with the Distribution of such shares to the members of KPCB XIII. |
| 4. Shares are owned directly by KPCB XIII Associates and the individual managing directors may be deemed to have shared voting and dispositive power over the shares owned by KPCB XIII Associates. |
| 5. KPCB XIII Associates made pro rata distributions for no consideration of 147,191 shares of common stock of the issuer to its members on May 8, 2012. |
| Remarks: |
| The reporting persons disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that the reporting persons are the beneficial owners of these shares for purposes of Section 16 or for any other purpose. |
| /s/ Martin Roberts as Attorney-In-Fact for Kleiner Perkins Caufield & Byers XIII, LLC | 05/10/2012 | |
| /s/ Martin Roberts as Attorney-In-Fact for KPCB XIII Associates, LLC | 05/10/2012 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||