| 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) 05/23/2012 | ||||||||||||||||||||||||||
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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 | 05/23/2012 | S | 8,764 | D | $12.78(3) | 126,611 | D(1) | |||
| Common Stock | 05/23/2012 | S | 11,236 | D | $12.78(3) | 162,300 | D(2) | |||
| Common Stock | 3,315,313 | D(4) | ||||||||
| Common Stock | 16,577 | D(5) | ||||||||
| Common Stock | 1,562,042 | D(6) | ||||||||
| Common Stock | 7,810 | D(7) | ||||||||
| Common Stock | 41,379 | D(8) | ||||||||
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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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1. Name and Address of Reporting Person*
(Street)
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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. The shares are held by Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P. Index Venture Growth Associates I Limited is the general partner of Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P. David G. Gardner, Nigel T. Greenwood, David Hall, Ian J. Henderson, Phil Balderson and David Rimer are directors of Index Venture Growth Associates I Limited. Messrs. Gardner, Greenwood, Hall, Henderson, Balderson and Rimer share voting and dispositive power with respect to the shares. Each of these persons disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. |
| 2. The shares are held by Index Ventures IV Parallel Entrepreneur Fund (Jersey), L.P. Index Venture Associates IV Limited is the general partner of Index Ventures IV Parallel Entrepreneur Fund (Jersey), L.P. Paul Willing, Jane Pearce, David Hall, David Rimer and Phil Balderson are directors of Index Venture Associates IV Limited. Messrs. Willing, Hall, Rimer, balderson and Mrs. Pearce share voting and dispositive power with respect to the shares. Each of these persons disclaims beneficial ownership of the shares except to the extent of his or her pecuniary interest therein. |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.77 to $12.80. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| 4. The shares are held by Index Ventures Growth I (Jersey), L.P. Index Venture Growth Associates I Limited is the general partner of Index Ventures Growth I (Jersey), L.P. David G. Gardner, Nigel T. Greenwood, David Hall, Ian J. Henderson, Phil Balderson and David Rimer are directors of Index Venture Growth Associates I Limited. Messrs. Gardner, Greenwood, Hall, Henderson, Balderson and Rimer share voting and dispositive power with respect to the shares. Each of these persons disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. |
| 5. The shares are held by Index Venture Growth Associates I (IGP) Limited. Nigel T. Greenwood, Ian J. Henderson and David Rimer are the directors of Index Venture Growth Associates I (IGP) Limited. Messrs. Greenwood, Henderson and Rimer share voting and dispositive power with respect to the shares. Each of these persons disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. |
| 6. The shares are held by Index Ventures IV (Jersey), L.P. Index Venture Associates IV Limited is the general partner of Index Ventures IV (Jersey), L.P. Paul Willing, Jane Pearce, David Hall, David Rimer and Phil Balderson are directors of Index Venture Associates IV Limited. Messrs. Willing, Hall, Rimer, Balderson and Mrs. Pearce share voting and dispositive power with respect to the shares. Each of these persons disclaims beneficial ownership of the shares except to the extent of his or her pecuniary interest therein. |
| 7. The shares are held by Index Venture Associates IV (IGP) Limited. Jane Pearce, David Rimer and Paul Willing are the directors of Index Venture Associates IV (IGP) Limited. Messrs. Rimer, Willing and Mrs. Pearce share voting and dispositive power with respect to the shares. Each of these persons disclaims beneficial ownership of the shares except to the extent of his or her pecuniary interest therein. |
| 8. The shares are held by Yucca Partners LP Jersey Branch. The managing general partner of Yucca Partners LP Jersey Branch is EFG Fund Administration Limited. EFG Fund Administration Limited is the administrator of the Index Ventures Growth I limited partnerships. Messrs. David G. Gardner, Nigel T. Greenwood, and Ian J. Henderson are directors of EFG Fund Administration Limited and share voting and dispositive power with respect to the shares held by Yucca Partners LP Jersey Branch. Each of these persons disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. |
| Remarks: |
| /s/ Kerith Fried, as Attorney-in-Fact for Index Ventures Growth I (Jersey) L.P. | 05/30/2012 | |
| /s/ Kerith Fried, as Attorney-in-Fact for Index Ventures Growth I Parallel Entrepreneur Fund (Jersey) L.P. | 05/30/2012 | |
| /s/ Kerith Fried, as Attorney-in-Fact for Index Ventures IV (Jersey) L.P. | 05/30/2012 | |
| /s/ Kerith Fried, as Attorney-in-Fact for Index Ventures IV Parallel Entrepreneur Fund (Jersey) L.P. | 05/30/2012 | |
| /s/ Kerith Fried, as Attorney-in-Fact for Yucca Partners L.P. Jersey Branch | 05/30/2012 | |
| ** 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. | ||
POWER OF ATTORNEY
THE UNDERSIGNED hereby makes, constitutes and appoints Kerith Fried (the “Attorney”), with full power of substitution, a true and lawful attorney-in-fact for the undersigned, in the undersigned’s name, place and stead and on the undersigned’s behalf, to complete, execute and file with the United States Securities and Exchange Commission (the “Commission”), one or more initial statements of beneficial ownership of securities, statements of changes in beneficial ownership of securities, annual statements of beneficial ownership of securities or information statements pursuant to Sections 16(a), 13(d) and 13(g) of the Securities Exchange Act of 1934 and the rules and regulations thereunder, and any other forms, certificates, documents or instruments that the Attorney deems necessary or appropriate in order to comply with the requirements of said Sections 16(a), 13(d) and 13(g) and said rules and regulations.
This Power of Attorney shall remain in effect until a written revocation thereof is filed with the Commission.
Dated: May 30, 2012
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INDEX VENTURES GROWTH I (JERSEY) L.P.
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By:
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/s/ I.J. Henderson
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Name:
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I.J. Henderson
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Title
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Director of Index Venture Growth Associates I Limited, Managing General Partner of Index Ventures Growth I (Jersey) L.P.
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POWER OF ATTORNEY
THE UNDERSIGNED hereby makes, constitutes and appoints Kerith Fried (the “Attorney”), with full power of substitution, a true and lawful attorney-in-fact for the undersigned, in the undersigned’s name, place and stead and on the undersigned’s behalf, to complete, execute and file with the United States Securities and Exchange Commission (the “Commission”), one or more initial statements of beneficial ownership of securities, statements of changes in beneficial ownership of securities, annual statements of beneficial ownership of securities or information statements pursuant to Sections 16(a), 13(d) and 13(g) of the Securities Exchange Act of 1934 and the rules and regulations thereunder, and any other forms, certificates, documents or instruments that the Attorney deems necessary or appropriate in order to comply with the requirements of said Sections 16(a), 13(d) and 13(g) and said rules and regulations.
This Power of Attorney shall remain in effect until a written revocation thereof is filed with the Commission.
Dated: May 30, 2012
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INDEX VENTURES GROWTH I PARALLEL ENTREPRENEUR FUND (JERSEY) L.P.
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By:
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/s/ I.J. Henderson
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Name:
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I.J. Henderson
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Title
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Director of Index Venture Growth Associates I Limited, Managing General Partner of Index Ventures Growth I Parallel Entrepreneur Fund (Jersey) L.P.
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POWER OF ATTORNEY
THE UNDERSIGNED hereby makes, constitutes and appoints Kerith Fried (the “Attorney”), with full power of substitution, a true and lawful attorney-in-fact for the undersigned, in the undersigned’s name, place and stead and on the undersigned’s behalf, to complete, execute and file with the United States Securities and Exchange Commission (the “Commission”), one or more initial statements of beneficial ownership of securities, statements of changes in beneficial ownership of securities, annual statements of beneficial ownership of securities or information statements pursuant to Sections 16(a), 13(d) and 13(g) of the Securities Exchange Act of 1934 and the rules and regulations thereunder, and any other forms, certificates, documents or instruments that the Attorney deems necessary or appropriate in order to comply with the requirements of said Sections 16(a), 13(d) and 13(g) and said rules and regulations.
This Power of Attorney shall remain in effect until a written revocation thereof is filed with the Commission.
Dated: May 30, 2012
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INDEX VENTURES IV (JERSEY) L.P.
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By:
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/s/ Sinead Meehan
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Name:
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Sinead Meehan
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Title
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Director of Index Venture Associates IV Limited, Managing General Partner of Index Ventures IV (Jersey) L.P.
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POWER OF ATTORNEY
THE UNDERSIGNED hereby makes, constitutes and appoints Kerith Fried (the “Attorney”), with full power of substitution, a true and lawful attorney-in-fact for the undersigned, in the undersigned’s name, place and stead and on the undersigned’s behalf, to complete, execute and file with the United States Securities and Exchange Commission (the “Commission”), one or more initial statements of beneficial ownership of securities, statements of changes in beneficial ownership of securities, annual statements of beneficial ownership of securities or information statements pursuant to Sections 16(a), 13(d) and 13(g) of the Securities Exchange Act of 1934 and the rules and regulations thereunder, and any other forms, certificates, documents or instruments that the Attorney deems necessary or appropriate in order to comply with the requirements of said Sections 16(a), 13(d) and 13(g) and said rules and regulations.
This Power of Attorney shall remain in effect until a written revocation thereof is filed with the Commission.
Dated: May 30, 2012
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INDEX VENTURES IV PARALLEL ENTREPRENEUR FUND (JERSEY) L.P.
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By:
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/s/ Sinead Meehan
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Name:
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Sinead Meehan
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Title
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Director of Index Venture Associates IV Limited, Managing General Partner of Index Ventures IV Parallel Entrepreneur Fund (Jersey) L.P.
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POWER OF ATTORNEY
THE UNDERSIGNED hereby makes, constitutes and appoints Kerith Fried (the “Attorney”), with full power of substitution, a true and lawful attorney-in-fact for the undersigned, in the undersigned’s name, place and stead and on the undersigned’s behalf, to complete, execute and file with the United States Securities and Exchange Commission (the “Commission”), one or more initial statements of beneficial ownership of securities, statements of changes in beneficial ownership of securities, annual statements of beneficial ownership of securities or information statements pursuant to Sections 16(a), 13(d) and 13(g) of the Securities Exchange Act of 1934 and the rules and regulations thereunder, and any other forms, certificates, documents or instruments that the Attorney deems necessary or appropriate in order to comply with the requirements of said Sections 16(a), 13(d) and 13(g) and said rules and regulations.
This Power of Attorney shall remain in effect until a written revocation thereof is filed with the Commission.
Dated: May 30, 2012
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YUCCA PARTNERS L.P. JERSEY BRANCH
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By:
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/s/ Shane Hugill
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Name:
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Shane Hugill
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Title
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Authorised Signatory for Ogier Employee Benefit Services Limited as Authorised Signatory of Yucca Partners L.P. Jersey Branch in its capacity as Administrator of The Index Co-Investment Scheme
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By:
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/s/ Diana Carmen Jurado
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Name:
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Diana Carmen Jurado
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Title:
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Authorised Signatory for Ogier Employee Benefit Services Limited as Authorised Signatory of Yucca Partners L.P. Jersey Branch in its capacity as Administrator of The Index Co-Investment Scheme
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