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^*

Ferguson Bradley A

(Last)

(First)

(Middle)

1375 PEACHTREE STREET

(Street)

ATLANTA

30309

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EARTHLINK INC [ ELNK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP and Corporate Controller

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2009

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	07/29/2009		M		7,500	A	$5.1	25,493	D
Common Stock⁽¹⁾	07/29/2009		M		18,047	A	$6.9	43,540	D
Common Stock⁽¹⁾	07/29/2009		F		15,021	D	$8.29	28,519	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)
Restricted Stock Units⁽²⁾	⁽²⁾	07/28/2009		A		60,000		07/28/2010	07/28/2019	Common Stock	60,000	⁽²⁾	298,075⁽³⁾	D
Stock Options	$5.1	07/29/2009		M			7,500	07/22/2004	10/17/2002	Common Stock	7,500	$5.1	290,575⁽⁴⁾	D
Stock Options⁽¹⁾	$6.9	07/29/2009		M			18,047	10/24/2007	10/24/2016	Common Stock	18,047	$6.9	272,528⁽⁵⁾	D

Explanation of Responses:

1. On July 29, 2009 Mr. Ferguson did a "net exercise of 18,047 stock options. In that net exercise, Mr. Ferguson acquired 3,026 shares of common stock. The number of shares was net of the 15,021 shares that was withheld for the payment of the stock option exercise price.

2. The Restricted Stock Units were acquired under the Company's Stock Incentive Plan. The Restricted Stock Units vest and become exercisable one-third on each of the next three anniversary dates of the date of grant. Vested Restricted Stock Units will be converted and distributed to the Reporting Person, without payment, in shares of Common Stock on a unit-for-share basis.

3. Includes options to purchase 159,619 shares of common stock and 138,456 Restricted Stock Units.

4. Includes options to purchase 152,119 shares of common stock and 138,456 Restricted Stock Units.

5. Includes options to purchase 134,072 shares of common stock and 138,456 Restricted Stock Units.

	/s/ Bradley A. Ferguson	07/29/2009
	** 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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