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*
SMH Private Equity Group II, L.P.

(Last) (First) (Middle)
600 TRAVIS, SUITE 5800

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RigNet, Inc. [ RNET ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks
3. Date of Earliest Transaction (Month/Day/Year)
01/06/2011
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 01/06/2011 S 15,928 D $11.16 551,508 D(1)
Common Stock 01/06/2011 S 22,109 D $11.16 968,816 D(2)
Common Stock 01/06/2011 S 8,771 D $11.16 346,714 D(3)
Common Stock 01/06/2011 S 2,597 D $11.16 102,690 D(4)
Common Stock 01/06/2011 S 3,349 D $11.16 132,536 D(5)
Common Stock 01/06/2011 S 334 D $11.16 13,593 D(6)
Common Stock 01/06/2011 S 250 D $11.16 10,164 D(7)
Common Stock 0 D(8)
Common Stock 0 D(9)
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*
SMH Private Equity Group II, L.P.

(Last) (First) (Middle)
600 TRAVIS, SUITE 5800

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SMH PEG MANAGEMENT II, LLC

(Last) (First) (Middle)
600 TRAVIS, SUITE 5800

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SANDERS MORRIS HARRIS PRIVATE EQUITY GROUP I L P

(Last) (First) (Middle)
600 TRAVIS, SUITE 5800

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SMH PEG Management, LLC

(Last) (First) (Middle)
600 TRAVIS, SUITE 5800

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SANDERS DON A

(Last) (First) (Middle)
600 TRAVIS, SUITE 3100

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SANDERS OPPORTUNITY FUND LP

(Last) (First) (Middle)
600 TRAVIS, SUITE 3100

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SANDERS OPPORTUNITY INSTITUTIONAL LP

(Last) (First) (Middle)
600 TRAVIS, SUITE 3100

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SMH CAPITAL INC.

(Last) (First) (Middle)
600 TRAVIS, SUITE 5800

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SANDERS MORRIS HARRIS GROUP INC

(Last) (First) (Middle)
600 TRAVIS, SUITE 5800

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
Explanation of Responses:
1. These securities are owned directly by SMH Private Equity Group II, L.P. and indirectly by SMH PEG Management II, LLC, the general partner of SMH Private Equity Group II, L.P., Sanders Morris Harris Inc., the controlling member of SMH PEG Management II, LLC, and Sanders Morris Harris Group Inc., the parent of Sanders Morris Harris Inc. SMH PEG Management II, LLC, Sanders Morris Harris Inc., and Sanders Morris Harris Group Inc. disclaim beneficial owernship of the reported securities except to the extent of their pecuniary interest therein.
2. These securities are owned directly by Sanders Morris Harris Private Equity Group I, L.P. (also referred to as SMH Private equity Group I, L.P.) and indirectly by SMH PEG Management I, LLC, the general partner of Sanders Morris Harris Private Equity Group I, L.P., Sanders Morris Harris Inc., the controlling member of SMH PEG Management I, LLC, and Sanders Morris Harris Group Inc., the parent of Sanders Morris Harris Inc. SMH PEG Management I, LLC, Sanders Morris Harris Inc., and Sanders Morris Harris Group Inc. disclaim beneficial owernship of the reported securities except to the extent of their pecuniary interest therein.
3. These securities are owned directly by Sanders Opportunity Fund (Institutional), L.P. and indirectly by SOF Management, LLC, the general partner of Sanders Opportunity Fund (Institutional), L.P., Sanders Morris Harris Inc., the controlling member of SOF Management, LLC, Don A. Sanders, the chief investment officer of SOF Management, LLC, and Sanders Morris Harris Group Inc., the parent of Sanders Morris Harris Inc. SOF Management, LLC, Don A. Sanders, Sanders Morris Harris Inc., and Sanders Morris Harris Group Inc. disclaim beneficial owernship of the reported securities except to the extent of their pecuniary interest therein.
4. These securities are owned directly by Sanders Opportunity Fund, L.P. and indirectly by SOF Management, LLC, the general partner of Sanders Opportunity Fund, L.P., Sanders Morris Harris Inc., the controlling member of SOF Management, LLC, Don A. Sanders, the chief investment officer of SOF Management, LLC, and Sanders Morris Harris Group Inc., the parent of Sanders Morris Harris Inc., SOF Management, LLC, Don A. Sanders, Sanders Morris Harris Inc., and Sanders Morris Harris Group Inc. disclaim beneficial owernship of the reported securities except to the extent of their pecuniary interest therein.
5. These securities are owned directly by Don A. Sanders and indirectly by Sanders Morris Harris Inc., Mr. Sanders employer, and Sanders Morris Harris Group Inc., the parent of Sanders Morris Harris Inc. Sanders Morris Harris Inc. and Sanders Morris Harris Group Inc. disclaim beneficial owernship of the reported securities except to the extent of their pecuniary interest therein.
6. These securities are owned directly by Sanders Morris Harris Inc. and indirectly by Sanders Morris Harris Group Inc., the parent of Sanders Morris Harris Inc. Sanders Morris Harris Group Inc. disclaim beneficial owernship of the reported securities except to the extent of their pecuniary interest therein.
7. These securities are owned directly by SMH PEG Management II, LLC and indirectly by Sanders Morris Harris Inc., the controlling member of SMH PEG anagement II, LLC, and Sanders Morris Harris Group Inc., the parent of Sanders Morris Harris Inc. Sanders Morris Harris Inc. and Sanders Morris Harris Group Inc. disclaim beneficial owernship of the reported securities except to the extent of their pecuniary interest therein.
8. These securities are owned directly by SMH PEG Management, LLC and indirectly by Sanders Morris Harris Inc., the controlling member of SMH PEG Management, LLC, and Sanders Morris Harris Group Inc., the parent of Sanders Morris Harris Inc. Sanders Morris Harris Inc. and Sanders Morris Harris Group Inc. disclaim beneficial owernship of the reported securities except to the extent of their pecuniary interest therein.
9. These shares are owned by Sanders Morris Harris Group Inc.
Remarks:
This is a joint filing by SMH Private Equity Group, L.P., Sanders Morris Harris Private Equity Group I, L.P. (also known as SMH Private Equity Group I, L.P., SMH PEG Management, LLC, SMH PEG Management II, LLC, Sanders Opportunity Fund, L.P., Sanders Opportunity Fund (Institutional), L.P., Don A. Sanders, Sanders Morris Harris Inc., and Sanders Morris Harris Group Inc., SMH Private Equity Group II, L.P., L.P. is the designated filer for SMH Private Equity Group, L.P., Sanders Morris Harris Private Equity Group I, L.P. (also known as SMH Private Equity Group I, L.P.), SMH PEG Management, LLC, SMH PEG Management II, LLC, Sanders Opportunity Fund, L.P., Sanders Opportunity Fund (Institutional), L.P., Don A. Sanders, Sanders Morris Harris Inc., and Sanders Morris Harris Group Inc. The address of each filer is the same as the designated filer. See notes 1 through 9 above.
John T. Unger, authorized agent for SMH PEG Management II, LLC, general partner of SMH Private Equity Group II, L.P. 01/06/2011
John T. Unger, authorized agent of SMH PEG Management, LLC, general partner of Sanders Morris Harris Private Equity Group I, L.P. 01/06/2011
John T. Unger, authorized agent of SMH PEG Management, LLC 01/06/2011
John T. Unger, authorized agent of SMH PEG Management II, LLC 01/06/2011
John T. Unger, authorized agent of SOF Management, LLC, general partner of Sanders Opportunity Fund, L.P. 01/06/2011
John T. Unger, authorized agent of SOF Management, LLC, general partner of Sanders Opportunity Fund (Institutional), L.P. 01/06/2011
Don A Sanders 01/06/2011
John T. Unger, Senior Vice President and General Counsel of Sanders Morris Harris Inc. 01/06/2011
John T. Unger, Senior Vice President and General Counsel of Sanders Morris Harris Group Inc. 01/06/2011
** Signature of Reporting Person Date
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* 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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