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*
Talbot David Lyle
(Last) (First) (Middle)
C/O SALON MEDIA GROUP, INC.
22 FOURTH STREET, FLOOR 11
(Street)
SAN FRANCISCO CA 94103
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SALON MEDIA GROUP INC [ SALN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman
3. Date of Earliest Transaction (Month/Day/Year)
02/22/2005
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)
Code V Amount (A) or (D) Price
Common Stock 329,269 D
Common Stock 02/22/2005 02/22/2005 S 15,000 D $0.35 314,269 D
Common Stock 02/23/2005 02/23/2005 S 10,000 D $0.33 304,269 D
Common Stock 02/23/2005 02/23/2005 S 75,000 D $0.32 229,269 D
Common Stock 02/23/2005 02/23/2005 S 1,000 D $0.4 228,269 D
Common Stock 02/24/2005 02/24/2005 S 10,000 D $0.36 218,269 D
Common Stock 02/24/2005 02/24/2005 S 34,000 D $0.35 184,269 D
Common Stock 2,577 I By Spouse
Common Stock 5,154 I By Children
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options to Purchase(1) $0.2 06/12/1997 A 125,000 06/12/1998(2) 06/12/2007 Common Stock 125,000 $0.2 125,000 D
Options to Purchase(1) $10.06 06/23/1999 A 38,807 06/23/2000(2) 06/23/2009 Common Stock 38,807 $10.06 38,807 D
Options to Purchase(1) $10.06 06/23/1999 A 211,193 06/23/2000(2) 06/23/2009 Common Stock 211,193 $10.06 211,193 D
Options to Purchase(1) $2 08/17/2000 A 117,500 08/17/2001(2) 08/14/2010 Common Stock 117,500 $2 117,500 D
Options to Purchase(1) $0.37 03/22/2001 A 14,384 03/22/2002(3) 03/22/2011 Common Stock 14,384 $0.37 14,384 D
Options to Purchase(1) $0.35 05/03/2001 A 40,000 05/03/2002(4) 05/03/2011 Common Stock 40,000 $0.35 40,000 D
Options to Purchase(1) $0.14 10/24/2001 A 400,000 10/24/2002(2) 10/24/2011 Common Stock 400,000 $0.14 400,000 D
Options to Purchase(5) $0.14 02/07/2005 A 5,000,000 02/07/2005(6) 02/17/2015 Common Stock 5,000,000 $0.14 5,000,000 D
Explanation of Responses:
1. Option to Purchase granted pursuant to the Salon Internet, Inc. 1995 Stock Option Plan.
2. The option is exercisable to the extent shares are vested. 25% of such shares vest after one year, and 2.0833% vest monthly thereafter, provided that the Reporting Person continues to be employed or otherwise retained by the Issuer.
3. The option is exercisable to the extent shares are vested. 100% of such shares vest after one year.
4. The option is exercisable to the extent shares are vested. 33% of such shares vest after one year, and 2.7778% vest monthly thereafter, provided that the Reporting Person continues to be employed or otherwise retained by the Issuer.
5. Option to Purchase granted pursuant to the Salon Media Group, Inc. 2004 Stock Plan.
6. The option is exercisable to the extent shares are vested. 50% of such shares vested on the date of the grant and 50% vest after one year, provided that the Reporting Person continues to be employed or otherwise retained by the Issuer.
/s/ Conrad Lowry, Attorney-in-fact 02/24/2005
** 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.