SEC FORM 4

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^*

EASTMAN BRAD

(Last)

(First)

(Middle)

15115 PARK ROW BLVD., SUITE 300

(Street)

HOUSTON

77084

(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	10% Owner
X	Officer (give title below)	Other (specify below)
Senior VP & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2021

4. If Amendment, Date of 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

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	04/30/2021		D		78,894	D	⁽¹⁾	0	D

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)
Employee Stock Option (Right to Buy)	$13.5	04/30/2021		D			5,190	⁽²⁾	03/07/2025	Common Stock	5,190	⁽²⁾	0	D
Employee Stock Option (Right to Buy)	$15.06	04/30/2021		D			3,838	⁽²⁾	03/20/2026	Common Stock	3,838	⁽²⁾	0	D
Employee Stock Option (Right to Buy)	$5.77	04/30/2021		D			10,266	⁽²⁾	11/25/2026	Common Stock	10,266	⁽²⁾	0	D
Restricted Stock Unit	⁽³⁾	04/30/2021		D			50,076	⁽⁴⁾	⁽⁴⁾	Common Stock	50,076	⁽⁴⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the merger agreement by and among RigNet, Inc., Viasat, Inc. and Royal Acquisition Sub, Inc. in exchange for 0.1845 shares of Viasat common stock for each share of RigNet common stock. The closing price per share of Viasat common stock on April 30, 2021, the effective date of the merger, was $51.79.

2. Each stock option was assumed by Viasat in the merger and replaced with an option to purchase Viasat common stock based on the exchange ratio (with the exercise price with respect to such option being adjusted based on the exchange ratio).

3. Each restricted stock unit represents the right to receive, at settlement, one share of common stock.

4. Each restricted stock unit was assumed by Viasat in the merger and replaced with a Viasat restricted stock unit based on the exchange ratio.

Remarks:

	/s/ Shelly Buchman as attorney in fact for Brad Eastman	05/04/2021
	** 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.

SEC Form 4: EASTMAN BRAD returned 78,894 units of Common Stock to the company, decreasing direct ownership by 100% to 0 units