Edgar Filing: SANDERS DON A

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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1. Name and Address of Reporting Person ^*

SMH Private Equity Group II, L.P.

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

(Last)

(First)

(Middle)

600 TRAVIS, SUITE 5800

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2010

(Street)

HOUSTON, TX 77002

4. If Amendment, Date Original Filed(Month/Day/Year)
12/22/2010

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)
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	12/20/2010		J⁽¹²⁾		558,705	A	$ 0	558,705	D ⁽²⁾
Common Stock	12/22/2010		X⁽¹³⁾		113,525	A	$ 0.04	672,230	D ⁽²⁾
Common Stock	12/20/2010		S		104,722	D	$ 11.16	567,508	D ⁽²⁾
Common Stock	12/20/2010		J⁽¹²⁾		167,661	A	$ 11.16	167,661	D ⁽³⁾
Common Stock	12/20/2010		C		968,620	A	$ 1.2 ⁽¹¹⁾	1,136,281	D ⁽³⁾
Common Stock	12/20/2010		S		145,356	D	$ 11.16	990,925	D ⁽³⁾
Common Stock	12/20/2010		J⁽¹²⁾		165,643	A	$ 0	165,643	D ⁽⁴⁾
Common Stock	12/20/2010		C		206,278	A	$ 1.2 ⁽¹¹⁾	371,921	D ⁽⁴⁾
Common Stock	12/22/2010		X⁽¹³⁾		41,252	A	$ 0.04	413,173	D ⁽⁴⁾
Common Stock	12/20/2010		S		57,688	D	$ 11.16	355,485	D ⁽⁴⁾
Common Stock	12/20/2010		J⁽¹²⁾		48,753	A	$ 0	48,753	D ⁽⁵⁾
Common Stock	12/20/2010		C		60,714	A	$ 1.2 ⁽¹¹⁾	109,467	D ⁽⁵⁾
Common Stock	12/22/2010		X⁽¹³⁾		12,897	A	$ 0.04	122,364	D ⁽⁵⁾
Common Stock	12/20/2010		S		17,077	D	$ 11.16	105,287	D ⁽⁵⁾
Common Stock	12/20/2010		J⁽¹²⁾		61,257	A	$ 0	61,257	D ⁽⁶⁾
Common Stock	12/20/2010		C		76,284	D	$ 1.2 ⁽¹¹⁾	137,541	D ⁽⁶⁾
Common Stock	12/22/2010		X⁽¹³⁾		20,367	D	$ 0.04	157,908	D ⁽⁶⁾
Common Stock	12/20/2010		S		22,023	A	$ 11.16	135,885	D ⁽⁶⁾
Common Stock	12/20/2010		J⁽¹²⁾		16,125	A	$ 0	16,125	D ⁽⁷⁾
Common Stock	12/20/2010		J⁽¹²⁾		12,057	A	$ 0	12,057	D ⁽⁸⁾
Common Stock								0	D ⁽⁹⁾
Common Stock								0	D ⁽¹⁰⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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

$ 1.2

12/20/2010

37,500 ⁽¹¹⁾ ⁽¹²⁾

09/15/2004

⁽¹⁾

Common Stock

100,000 ⁽¹¹⁾

$ 1.2 ⁽¹¹⁾

D ⁽⁶⁾

Series A Preferred Stock

$ 1.2

12/20/2010

29,845 ⁽¹¹⁾ ⁽¹²⁾

09/15/2004

⁽¹⁾

Common Stock

79,590 ⁽¹¹⁾

$ 1.2 ⁽¹¹⁾

D ⁽⁵⁾

Series A Preferred Stock

$ 1.2

12/20/2010

101,403 ⁽¹¹⁾ ⁽¹²⁾

09/15/2004

⁽¹⁾

Common Stock

270,410 ⁽¹¹⁾

$ 1.2 ⁽¹¹⁾

D ⁽⁴⁾

Series B Preferred Stock

$ 1.2

12/20/2010

4,288 ⁽¹¹⁾ ⁽¹²⁾

01/11/2005

⁽¹⁾

Common Stock

7,582 ⁽¹¹⁾

$ 1.2 ⁽¹¹⁾

D ⁽⁶⁾

Series B Preferred Stock

$ 1.2

12/20/2010

3,412 ⁽¹¹⁾ ⁽¹²⁾

01/11/2005

⁽¹⁾

Common Stock

6,034 ⁽¹¹⁾

$ 1.2 ⁽¹¹⁾

D ⁽⁵⁾

Series B Preferred Stock

$ 1.2

12/20/2010

11,598 ⁽¹¹⁾ ⁽¹²⁾

01/11/2005

⁽¹⁾

Common Stock

20,502 ⁽¹¹⁾

$ 1.2 ⁽¹¹⁾

D ⁽⁴⁾

Series C Preferred Stock

$ 1.2

12/20/2010

34,392 ⁽¹¹⁾ ⁽¹²⁾

06/24/2005

⁽¹⁾

Common Stock

95,005 ⁽¹¹⁾

$ 1.2 ⁽¹¹⁾

D ⁽⁶⁾

Series C Preferred Stock

$ 1.2

12/20/2010

968,618 ⁽¹¹⁾ ⁽¹²⁾

06/24/2005

⁽¹⁾

Common Stock

2,667,762 ⁽¹¹⁾

$ 1.2 ⁽¹¹⁾

D ⁽³⁾

Series C Preferred Stock

$ 1.2

12/20/2010

17,451 ⁽¹¹⁾ ⁽¹²⁾

06/24/2005

⁽¹⁾

Common Stock

75,613 ⁽¹¹⁾

$ 1.2 ⁽¹¹⁾

D ⁽⁵⁾

Series C Preferred Stock

$ 1.2

12/20/2010

93,274 ⁽¹¹⁾ ⁽¹²⁾

06/24/2005

⁽¹⁾

Common Stock

256,899 ⁽¹¹⁾

$ 1.2 ⁽¹¹⁾

D ⁽⁴⁾

Junior Warrants to Purchase Stock (Right to Buy)

$ 7

04/19/2007

12/31/2011

Common Stock

14,481 ⁽¹²⁾

14,481

D ⁽⁶⁾

Junior Warrants to Purchase Stock (Right to Buy)

$ 7

04/19/2007

12/31/2011

Comon Stock

11,525 ⁽¹²⁾

11,525

D ⁽⁵⁾

Junior Warrants to Purchase Stock (Right to Buy)

$ 7

04/19/2007

12/31/2011

Common Stock

39,146 ⁽¹²⁾

39,146

D ⁽⁴⁾

Junior Warrants to Purchase Stock (Right to Buy)

$ 7

04/19/2007

12/31/2011

Common Stock

154,950 ⁽¹²⁾

154,950

D ⁽²⁾

Warrants to Purchase Stock (Right to Buy)

$ 7

06/15/2010

09/15/2016

Common Stock

241 ⁽¹²⁾

241

D ⁽⁶⁾

Warrants to Purchase Stock (Right to Buy)

$ 7

06/15/2010

09/15/2016

Common Stock

192 ⁽¹²⁾

192

D ⁽⁵⁾

Warrants to Purchase Stock (Right to Buy)

$ 7

06/15/2010

09/15/2016

Common Stock

652 ⁽¹²⁾

652

D ⁽⁴⁾

Warrants to Purchase Stock (Right to Buy)

$ 7

06/15/2010

09/15/2016

Common Stock

3,125 ⁽¹²⁾

3,125

D ⁽²⁾

Series A & B Warrants (Right to Buy)

$ 0.04

12/22/2010

X⁽¹³⁾

20,367 ⁽¹²⁾

12/31/2008

12/31/2015

Common Stock

81,724

$ 0.04

D ⁽⁶⁾

Series A & B Warrants (Right to Buy)

$ 0.04

12/22/2010

X⁽¹³⁾

12,897 ⁽¹²⁾

12/31/2008

12/31/2015

Common Stock

51,751

$ 0.04

D ⁽⁵⁾

Series A & B Warrants (Right to Buy)

$ 0.04

12/22/2010

X⁽¹³⁾

41,252 ⁽¹²⁾

12/31/2008

12/31/2015

Common Stock

165,521

$ 0.04

D ⁽⁴⁾

Series A & B Warrants (Right to Buy)

$ 0.04

12/22/2010

X⁽¹³⁾

113,575 ⁽¹²⁾

12/31/2008

12/31/2015

Common Stock

455,571

$ 0.04

D ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SMH Private Equity Group II, L.P. 600 TRAVIS, SUITE 5800 HOUSTON, TX 77002		X		See General Remarks
SMH PEG MANAGEMENT II, LLC 600 TRAVIS, SUITE 5800 HOUSTON, TX 77002		X		See General Remarks
SANDERS MORRIS HARRIS PRIVATE EQUITY GROUP I L P 600 TRAVIS, SUITE 5800 HOUSTON, TX 77002		X		See General Remarks
SMH PEG Management, LLC 600 TRAVIS, SUITE 5800 HOUSTON, TX 77002		X		See General Remarks
SANDERS DON A 600 TRAVIS, SUITE 3100 HOUSTON, TX 77002		X		See General Remarks
SANDERS OPPORTUNITY FUND LP 600 TRAVIS, SUITE 3100 HOUSTON, TX 77002		X		See General Remarks
SANDERS OPPORTUNITY INSTITUTIONAL LP 600 TRAVIS, SUITE 3100 HOUSTON, TX 77002		X		See General Remarks
SMH CAPITAL INC. 600 TRAVIS, SUITE 5800 HOUSTON, TX 77002		X		See General Remarks
SANDERS MORRIS HARRIS GROUP INC 600 TRAVIS, SUITE 5800 HOUSTON, TX 77002		X

Signatures

John T. Unger, authorized agent for SMH PEG Management II, LLC, general partner of SMH Private Equity Group II, L.P.		12/22/2010
^**Signature of Reporting Person		Date
John T. Unger, authorized agent of SMH PEG Management, LLC, general partner of Sanders Morris Harris Private Equity Group I, L.P.		12/22/2010
^**Signature of Reporting Person		Date
John T. Unger, authorized agent of SMH PEG Management, LLC		12/22/2010
^**Signature of Reporting Person		Date
John T. Unger, authorized agent of SMH PEG Management II, LLC		12/22/2010
^**Signature of Reporting Person		Date
John T. Unger, authorized agent of SOF Management, LLC, general partner of Sanders Opportunity Fund, L.P.		12/22/2010
^**Signature of Reporting Person		Date
John T. Unger, authorized agent of SOF Management, LLC, general partner of Sanders Opportunity Fund (Institutional), L.P.		12/22/2010
^**Signature of Reporting Person		Date
Don A Sanders		12/22/2010
^**Signature of Reporting Person		Date
John T. Unger, Senior Vice President and General Counsel of Sanders Morris Harris Inc.		12/22/2010
^**Signature of Reporting Person		Date
John T. Unger, Senior Vice President and General Counsel of Sanders Morris Harris Group Inc.		12/22/2010
^**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)	No expiration date
(2)	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.
(3)	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.
(4)	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.
(5)	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.
(6)	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.
(7)	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.
(8)	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.
(9)	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.
(10)	These shares are owned by Sanders Morris Harris Group Inc.
(11)	In the event of an initial public offering of common stock of the issuer, the holders of Series A, B, and C preferred stock are entitled to receive additional shares equal to the amount per share originally paid to the issuer for such shares plus any accrued and unpaid dividends divided by the initial offering price.
(12)	One for four reverse stock split
(13)	Exercised pursuant to a cashless exercise provision based on a share price of $12.93.
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 2 through 10 above.

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