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^*

KAIROUZ HABIB

(Last)

(First)

(Middle)

C/O RHO VENTURES,

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Everyday Health, Inc. [ EVDY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2014

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	04/02/2014		C		4,469,968	A	⁽¹⁾⁽²⁾	6,000,552	I	See Footnote⁽³⁾⁽⁴⁾
Common Stock	04/02/2014		S		92,120⁽⁵⁾	D	$13.02	5,908,432	I	See Footnote⁽³⁾⁽⁴⁾⁽⁶⁾

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)
Series A Preferred Stock	⁽¹⁾	04/02/2014		C			1,341,057	⁽¹⁾	⁽¹⁾	Common Stock	894,037	⁽¹⁾	0	I	See Footnote⁽⁷⁾
Series B Preferred Stock	⁽¹⁾	04/02/2014		C			1,646,948	⁽¹⁾	⁽¹⁾	Common Stock	1,097,965	⁽¹⁾	0	I	See Footnote⁽⁸⁾
Series C Preferred Stock	⁽¹⁾	04/02/2014		C			321,914	⁽¹⁾	⁽¹⁾	Common Stock	214,609	⁽¹⁾	0	I	See Footnote⁽⁹⁾
Series D Preferred Stock	⁽¹⁾	04/02/2014		C			328,760	⁽¹⁾	⁽¹⁾	Common Stock	219,173	⁽¹⁾	0	I	See Footnote⁽¹⁰⁾
Series F Preferred Stock	⁽¹⁾	04/02/2014		C			1,970,210	⁽¹⁾	⁽¹⁾	Common Stock	1,313,473	⁽¹⁾	0	I	By RVVI
Series G Preferred Stock	⁽²⁾	04/02/2014		C			861,110	⁽²⁾	⁽²⁾	Common Stock	730,710	⁽²⁾	0	I	By RVVI

Explanation of Responses:

1. Each share of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series F Preferred Stock automatically converted into two-thirds of one share of common stock upon the closing of the issuer's initial public offering. The Series A Preferred Stock, the Series B Preferred Stock, Series C Preferred Stock, the Series D Preferred Stock and the Series F Preferred Stock have no expiration date.

2. Each share of the Series G Preferred Stock automatically converted into approximately 0.8486 shares of common stock of the issuer upon the closing of the issuer's initial public offering. The Series G Preferred Stock has no expiration date.

3. These shares are held by each of Rho Capital Partners LLC ("Partners"), Rho Ventures II Holdings LLC ("Rho II"), Rho Ventures III Holdings LLC ("Rho III"), Rho Ventures Partners Holdings LLC ("Holdings"), Rho Investment Partners Holdings LLC ("Investment") and Rho Ventures VI, L.P. ("RVVI").

4. Partners is the managing member of each of Rho II, Rho III, Holdings and Investment. Partners is also the managing member of RMV VI, L.L.C. ("RMV VI"), which is the general partner of RVVI. Habib Kairouz (a member of the baord of Directors of the issuer)("Kairouz"), Mark Leschly ("Leschly") and Ruch are managing members of Partners and, as such may be deemed to share the power to vote and dispose of the shares held by each of Rho II, Rho III, Holding, Investment and RVVI. Each of the reporting persons disclaims beneficial ownership of the shares reported herein except to the extent of his or its respective pecuniary interest therein.

5. The sale of these shares of common stock consists of (i) 65,988 shares sold by Holdings; (ii) 17,460 shares sold by Rho II; and (iii) 8,672 shares sold by Rho III.

6. Ownership consists of (i) 647,496 shares of common stock held directly by Rho II; (ii) 891,312 shares of common stock held directly by Rho III; (iii) 974,101 shares of common stock held directly by Holdings; (iv) 949,266 shares of common stock held directly by Investment; (v) 2,445,350 shares of common stock held directly by RVVI; and (vi) 907 shares of common stock held directly by Partners.

7. These shares were held directly by each of Rho II, Rho III, Holdings, Investment and RVVI, in the amounts of 705,898, 600,359, 6,398, 6,398 and 22,004 shares, respectively.

8. These shares were held directly by Holdings and Investment, in the amount of 823,474 shares each.

9. These shares were held directly by Rho III, Holdings and Investment in the amounts of 235,519, 74,678,11,081 and 636 shares, respectively.

10. These shares were held directly by Rho III, Holdings, Investment and Partners in the amounts of 240,528, 76,266, 11,317 and 649 shares, respectively.

Remarks:

	/s/Alan Shapiro, Attorney-in-Fact	04/03/2014
	** 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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