RigNet
RigNet, Inc. (Form: 4, Received: 06/02/2017 13:40:47)
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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

PICKETT STEVEN EDWARD
2. Issuer Name and Ticker or Trading Symbol

RigNet, Inc. [ RNET ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O RIGNET, INC., 15115 PARK ROW BLVD., STE 300
3. Date of Earliest Transaction (MM/DD/YYYY)

5/31/2017
(Street)

HOUSTON, TX 77084
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/27/2017     M (1)    3929   A $0.00   3929   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Restricted Stock Unit     (2) 5/31/2017     M         3929      (1)   (1) Common Stock   (2) 3929     (2) 11788   D    
Restricted Stock Unit     (2)                    (3)   (3) Common Stock   (2) 12404     12404   D    
Performance Unit     (4)                    (5)   (5) Common Stock   (4) 328     328   D    
Stock Options     (6)                    (6) 5/27/2026   Common Stock   100000     100000   D    

Explanation of Responses:
(1)  On May 27, 2016, the reporting person was granted 15,717 restricted stock units, of which 1/4 of the shares subject to the restricted stock units vested on May 31, 2017. The common stock into which such vested restricted stock units converted on May 31, 2017 is reported on Table I on this Form 4. The remaining unvested restricted stock units will continue to vest in equal annual installments until fully vested on May 31, 2020.
(2)  Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
(3)  These restricted stock units vest in four equal annual installments beginning March 19, 2018 and will be fully vested on March 19, 2021.
(4)  Each performance unit represents a contingent right to receive one share of the Issuer's common stock under the Issuer's 2010 Omnibus Incentive Plan, as amended. On March 10, 2016, the reporting person was awarded a target number of performance units ("PUs") which were subject to the achievement of certain pre-established metrics over a one-year performance period which began on January 1, 2016 and ended December 31, 2016. On Mach 15, 2017, the Compensation Committee of the Issuer's Board of Directors certified the performance metrics and determined the number of PUs that were earned by the reporting person.
(5)  The PUs become payable on July 1, 2019, but may be settled earlier upon certain circumstances as defined in the Issuer's Performance Unit Award Agreement.
(6)  These options vest in four equal annual installments beginning May 31, 2017 and will be fully vested on May 31, 2020.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PICKETT STEVEN EDWARD
C/O RIGNET, INC.
15115 PARK ROW BLVD., STE 300
HOUSTON, TX 77084
X
Chief Executive Officer

Signatures
William D. Sutton pursuant to a Limited Power of Attorney filed with the SEC on June 8, 2016 /s/ William D. Sutton 6/2/2017
** 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).
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