Edgar Filing: RPX Corp

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Charles River Partnership XIII, LP

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)

(Last)

(First)

(Middle)

1000 WINTER STREET, SUITE 3300

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2011

(Street)

WALTHAM, MA 02451

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	05/04/2011		C		8,597,979 ⁽¹⁾	A	⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	8,597,979 ⁽¹⁾	D ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

⁽²⁾

05/04/2011

3,448,276 ⁽⁷⁾

⁽²⁾

Common Stock

3,448,276 ⁽²⁾ ⁽⁷⁾

$ 0

D ⁽⁶⁾

Series A-1 Preferred Stock

⁽³⁾

05/04/2011

3,466,445 ⁽⁸⁾

⁽³⁾

Common Stock

3,466,445 ⁽³⁾ ⁽⁸⁾

$ 0

D ⁽⁶⁾

Series B Preferred Stock

⁽⁴⁾

05/04/2011

1,574,003 ⁽⁹⁾

⁽⁴⁾

Common Stock

1,574,003 ⁽⁴⁾ ⁽⁹⁾

$ 0

D ⁽⁶⁾

Series C Preferred Stock

⁽⁵⁾

05/04/2011

109,255 ⁽¹⁰⁾

⁽⁵⁾

Common Stock

109,255 ⁽⁵⁾ ⁽¹⁰⁾

$ 0

D ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Charles River Partnership XIII, LP 1000 WINTER STREET SUITE 3300 WALTHAM, MA 02451		X
Charles River Friends XIII-A LP c/o Charles River Ventures Inc 1000 Winter Street, Suite 3300 Waltham, MA 02451		X
Charles River XIII GP, LP 1000 WINTER STREET SUITE 3300 WALTHAM, MA 02451		X
Charles River XIII GP, LLC 1000 WINTER STREET SUITE 3300 WALTHAM, MA 02451		X

Signatures

Sarah Reed as Attorney-in-Fact for Charles River Partnership XIII, LP		05/05/2011
^**Signature of Reporting Person		Date
Sarah Reed as Attorney-in-Fact for Charles River Friends XIII-A, LP		05/05/2011
^**Signature of Reporting Person		Date
Sarah Reed as Attorney-in-Fact for Charles River XIII GP, LP		05/05/2011
^**Signature of Reporting Person		Date
Sarah Reed as Attorney-in-Fact for Charles River XIII GP, LLC		05/05/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents shares received upon conversion of shares of Series A, Series A-1, Series B, and Series C convertible preferred stock (as described in Notes 2 through 5) as follows: 8,363,239 shares held by Charles River Partnership XIII, LP ("CRP XIII") and 234,740 shares held by Charles River Friends XIII-A, LP ("CRF XIII-A"). CRP XIII and CRF XIII-A form a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934.
(2)	Effective upon the issuer's sale of its common stock in its initial public offering, each share of Series A convertible preferred stock automatically converted into 1 share of common stock. The Series A convertible preferred stock had no expiration date.
(3)	Effective upon the issuer's sale of its common stock in its initial public offering, each share of Series A-1 convertible preferred stock automatically converted into 1 share of common stock. The Series A-1 convertible preferred stock had no expiration date.
(4)	Effective upon the issuer's sale of its common stock in its initial public offering, each share of Series B convertible preferred stock automatically converted into 1 share of common stock. The Series B convertible preferred stock had no expiration date.
(5)	Effective upon the issuer's sale of its common stock in its initial public offering, each share of Series C convertible preferred stock automatically converted into 1 share of common stock. The Series C convertible preferred stock had no expiration date.
(6)	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 Charles River XIII GP, LP. Each of 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.
(7)	Represents 3,354,132 shares held by CRP XIII and 94,144 shares held by CRF XIII-A.
(8)	Represents 3,371,805 shares held by CRP XIII and 94,640 shares held by CRF XIII-A.
(9)	Represents 1,531,030 shares held by CRP XIII and 42,973 shares held by CRF XIII-A.
(10)	Represents 106,272 shares held by CRP XIII and 2,983 shares held by CRF XIII-A.

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