Edgar Filing: REALPAGE INC

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 ^*

MEGRUE JOHN F

2. Issuer Name and Ticker or Trading Symbol
REALPAGE INC [RP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

(Last)

(First)

(Middle)

C/O APAX MANAGERS, INC., 601 LEXINGTON AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2010

(Street)

NEW YORK, NY 10022

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
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	08/17/2010		C		8,707,705 ⁽³⁾	A	⁽²⁾	11,850,435	I	By Apax Excelsior VI, L.P. ⁽¹⁾
Common Stock	08/17/2010		C		949,444	A	⁽⁷⁾	12,799,879	I	By Apax Excelsior VI, L.P. ⁽¹⁾
Common Stock	08/17/2010		S		1,965,350	D	$ 11	10,834,529	I	By Apax Excelsior VI, L.P. ⁽¹⁾
Common Stock	08/17/2010		C		711,290 ⁽⁴⁾	A	⁽²⁾	968,003	I	By Apax Excelsior VI-A C.V. ⁽¹⁾
Common Stock	08/17/2010		C		77,555	A	⁽⁷⁾	1,045,558	I	By Apax Excelsior VI-A C.V. ⁽¹⁾
Common Stock	08/17/2010		S		160,540	D	$ 11	885,018	I	By Apax Excelsior VI-A C.V. ⁽¹⁾
Common Stock	08/17/2010		C		473,853 ⁽⁵⁾	A	⁽²⁾	644,872	I	By Apax Excelsior VI-B C.V. ⁽¹⁾
Common Stock	08/17/2010		C		51,666	A	⁽⁷⁾	696,538	I	By Apax Excelsior VI-B C.V. ⁽¹⁾
Common Stock	08/17/2010		S		106,950	D	$ 11	589,588	I	By Apax Excelsior VI-B C.V. ⁽¹⁾
Common Stock	08/17/2010		C		297,559 ⁽⁶⁾	A	⁽²⁾	404,951	I	By Patricof Private Investment Club III, L.P. ⁽¹⁾
Common Stock	08/17/2010		C		32,445	A	⁽⁷⁾	437,396	I	By Patricof Private Investment Club III, L.P. ⁽¹⁾
Common Stock	08/17/2010		S		67,160	D	$ 11	370,236	I	By Patricof Private Investment Club III, L.P. ⁽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 Convertible Preferred Stock

⁽²⁾

08/17/2010

8,707,705 ⁽³⁾

⁽²⁾

Common Stock

8,707,705 ⁽³⁾

⁽²⁾

By Apax Excelsior VI, L.P. ⁽¹⁾

Series A Convertible Preferred Stock

⁽²⁾

08/17/2010

711,290 ⁽⁴⁾

⁽²⁾

Common Stock

711,290 ⁽⁴⁾

⁽²⁾

By Apax Excelsior VI-A C.V. ⁽¹⁾

Series A Convertible Preferred Stock

⁽²⁾

08/17/2010

473,853 ⁽⁵⁾

⁽²⁾

Common Stock

473,853 ⁽⁵⁾

⁽²⁾

By Apax Excelsior VI-B C.V. ⁽¹⁾

Series A Convertible Preferred Stock

⁽²⁾

08/17/2010

297,559 ⁽⁶⁾

⁽²⁾

Common Stock

297,559 ⁽⁶⁾

⁽²⁾

By Patricof Private Investment Club III, L.P. ⁽¹⁾

Series C Convertible Preferred Stock

⁽⁷⁾

08/17/2010

949,444

⁽⁷⁾

Common Stock

949,444

⁽⁷⁾

By Apax Excelsior VI, L.P. ⁽¹⁾

Series C Convertible Preferred Stock

⁽⁷⁾

08/17/2010

77,555

⁽⁷⁾

Common Stock

77,555

⁽⁷⁾

By Apax Excelsior VI-A C.V. ⁽¹⁾

Series C Convertible Preferred Stock

⁽⁷⁾

08/17/2010

51,666

⁽⁷⁾

Common Stock

51,666

⁽⁷⁾

By Apax Excelsior VI-B C.V. ⁽¹⁾

Series C Convertible Preferred Stock

⁽⁷⁾

08/17/2010

32,445

⁽⁷⁾

Common Stock

32,445

⁽⁷⁾

By Patricof Private Investment Club III, L.P. ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MEGRUE JOHN F C/O APAX MANAGERS, INC. 601 LEXINGTON AVENUE NEW YORK, NY 10022	X	X

Signatures

/s/ John F. Megrue		08/17/2010
^**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)	The reporting person is the sole director of Apax Managers, Inc., which is the general partner of the partnership that is the general partner of the partnership that directly owns the reported securities. The reporting person disclaims beneficial ownership of the securities reported except to the extent of his pecuniary interest, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose.
(2)	The Series A Convertible Preferred Stock is convertible into Common Stock on a one-for-one basis at any time and has no expiration date. The Series A Convertible Preferred Stock was automatically converted into Common Stock on a one-for-one basis upon the consummation of the Issuer's initial public offering. Additionally, 62.5% of the accrued and unpaid dividends on such shares were automatically converted into Common Stock upon consummation of the Issuer's initial public offering.
(3)	Includes 162,705 shares that were issued at the time of conversion of the Series A Convertible Preferred Stock in payment of 62.5% of the dividends on such shares accrued and unpaid as of the date of the consummation of the Issuer's initial public offering.
(4)	Includes 13,290 shares that were issued at the time of conversion of the Series A Convertible Preferred Stock in payment of 62.5% of the dividends on such shares accrued and unpaid as of the date of the consummation of the Issuer's initial public offering.
(5)	Includes 8,853 shares that were issued at the time of conversion of the Series A Convertible Preferred Stock in payment of 62.5% of the dividends on such shares accrued and unpaid as of the date of the consummation of the Issuer's initial public offering.
(6)	Includes 5,559 shares that were issued at the time of conversion of the Series A Convertible Preferred Stock in payment of 62.5% of the dividends on such shares accrued and unpaid as of the date of the consummation of the Issuer's initial public offering.
(7)	The Series C Convertible Preferred Stock is convertible into Common Stock on a one-for-one basis at any time and has no expiration date. The Series C Convertible Preferred Stock was automatically converted into Common Stock upon consummation of the Issuer's initial public offering.
Remarks: Jason A. Wright has served on the Issuer's board of directors pursuant to the reporting person's affiliates' contractual right to designate a director and is expected to continue to serve until his successor is appointed and qualified or until his earlier removal or resignation in accordance with the Issuer's certificate of incorporation and bylaws. Jason A. Wright is a partner of an affiliate of the reporting person.

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