SEC Filing | RPX Corporation

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SEC FORM 4/A 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^*

Armony Izhar

(Last)

(First)

(Middle)

ONE BROADWAY

15TH FLOOR

(Street)

CAMBRIDGE

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/15/2013

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/10/2013		A⁽¹⁾		10,708⁽¹⁾	A	$0	18,287⁽²⁾	D
Common Stock								3,711,938⁽³⁾	I⁽⁴⁾	See Footnote 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. In connection with the reporting person's continuous service as a non-employee director of the Company, such reporting person has been granted an award pursuant to the Company's amended compensation plan for non-executive directors. Pursuant to the reporting person's partnership agreement with Charles River Partnership XIII, LP ("CRP XIII"), Mr. Armony is not entitled personally to retain the award. Accordingly the reporting person disclaims beneficial ownership of the shares.

2. Includes 2,533 shares, 2,018 shares and 3,028 shares previously held indirectly through CRP XIII which were distributed to the reporting person on February 15, 2012, February 27, 2013 and May 7, 2013, respectively.

3. The total includes 3,608,753 shares held by CRP XIII; 101,290 shares held by Charles River Friends XIII-A ("CRF XIII-A"); 633 which were distributed to Armony Irrevocable Family Trust on February 15, 2012; and 505 shares and 754 shares which were distributed to the 2000 GST NE Armony Irrevocable Trust on February 27, 2013 and May 7, 2013, respectively. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

4. Charles River XIII GP, LP ("CR XIII GP LP") is the general partner of CRP XIII. Charles River XIII GP, LLC ("CR XIII GP LLC") is the general partner of both CRF XIII-A and CR XIII GP, LP. The reporting person is one of the managing members of CR XIII GP LLC and does not have sole voting or dispositive power with respect to the reported securities. Each of CR XIII GP LP, CR XIII GP LLC and the reporting person may be deemed to beneficially own the reported securities, but each disclaims beneficial ownership of such reported securities except to the extent of its or his 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.

Remarks:

The form is being amended to attach the power of attorney. We have also made a minor adjustment to correct the number shares directly held by reporting person and the corresponding footnote.

	Martin Roberts, Attorney-in-Fact for Izhar Armony	07/16/2013
	** 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

Know all by these presents, that the undersigned hereby constitutes and appoints each of
Martin Roberts and Doris Young, signing singly, the undersigned's true and lawful
attorney-in-fact with respect to RPX Corporation only, to:

1. Execute for and on behalf of the undersigned, in the undersigned's individual capacity
and/or as an officer and/or General Partner of Charles River Partnership XIII, LP; Charles
River Friends XIII-A, LP; Charles River XIII GP, LP; and Charles River XIII GP, LLC
(the "CRV Entities"), any forms and/or documents to be filed with the United States
Securities and Exchange Commission (the "SEC") and any stock exchange or similar authority;

2. Do and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such forms and/or documents with the SEC
and any stock exchange or similar authority; and

3. Take any other action of any type whatsoever in connection with the foregoing which, in
the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall
be in such form and shall contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do
and perform any and every act and thing whatsoever requisite, necessary, or proper to be done
in the exercise of any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming any of the undersigned's responsibilities to comply with
any of the relevant rules and regulations of the SEC.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in
a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this
15th day of July, 2013.

/s/ Izhar Armony
Signature
Izhar Armony