SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Rho Capital Partners LLC (Last) (First) (Middle) C/O RHO VENTURES, 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/27/2014	3. Issuer Name and Ticker or Trading Symbol Everyday Health, Inc. [ EVDY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,538,269	I	See Footnote(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(3)	(3)	Common Stock	894,037	(3)	I	See Footnote(4)
Series B Preferred Stock	(3)	(3)	Common Stock	1,097,965	(3)	I	See Footnote(5)
Series C Preferred Stock	(3)	(3)	Common Stock	256,582	(3)	I	See Footnote(6)(7)
Series D Preferred Stock	(3)	(3)	Common Stock	262,039	(3)	I	See Footnote(7)(8)
Series F Preferred Stock	(3)	(3)	Common Stock	1,313,473	(3)	I	By RVVI(9)
Series G Preferred Stock	(10)	(10)	Common Stock	730,710	(10)	I	By RVVI(11)
Call Option (Obligation to Sell)(12)	(13)	(14)	Common Stock	176,080	$0.0001	I	See Footnote(15)

1. Name and Address of Reporting Person* Rho Capital Partners LLC (Last) (First) (Middle) C/O RHO VENTURES, 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Rho Ventures II Holdings LLC (Last) (First) (Middle) C/O RHO VENTURES, 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Rho Ventures III Holdings LLC (Last) (First) (Middle) C/O RHO VENTURES, 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Rho Ventures Partners Holdings LLC (Last) (First) (Middle) C/O RHO VENTURES 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Rho Investment Partners Holdings LLC (Last) (First) (Middle) C/O RHO VENTURES, 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RHO Ventures VI LP (Last) (First) (Middle) C/O RHO VENTURES, 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RMV VI, L.L.C. (Last) (First) (Middle) C/O RHO VENTURES 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RUCH JOSHUA (Last) (First) (Middle) C/O RHO VENTURES, 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LESCHLY MARK (Last) (First) (Middle) C/O RHO VENTURES, 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Consists of (i) 194,358 shares held directly by Rho Ventures II Holdings LLC ("Rho II"); (ii) 182,380 shares held directly by Rho Ventures III Holdings LLC ("Rho III"); (iii) 386,212 shares held directly by Rho Venture Partners Holdings LLC ("Holdings"); (iv) 381,086 shares held directly by Rho Investment Partners Holdings LLC ("Investment"); (v) 386,497 shares held directly by Rho Ventures VI, L.P. ("RVVI"); (vi) 2,615 shares held directly by Joshua Ruch ("Ruch"); (vii) 51 shares held by Rho Capital Partners LLC ("Partners"); and (viii) 5,070 shares held by Pinnacle Investment Partners "Q-4", L.P. ("Q-4").

2. 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 Board 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, Holdings, 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.

3. 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 will automatically convert 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, the Series C Preferred Stock, the Series D Preferred Stock and the Series F Preferred Stock have no expiration date.

4. On an as-converted-to-common stock basis, consists of (i) 470,599 shares held directly by Rho II; (ii) 400,239 shares held directly by Rho III; (iii) 4,265 shares held directly by Holdings; (iv) 4,265 shares held directly by Investment; and (v) 14,669 shares held directly by RVVI. Partners is the managing member of each of Rho II, Rho III, Holdings and Investment. Partners is also the managing member of RMV VI, which is the general partner of RVVI. Kairouz, Leschly and Ruch are the 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, Holdings, Investment and RVVI. Each of the reporting persons disclaims beneficial ownership of the shares held directly by each of Rho II, Rho III, Holdings, Investment and RVVI, except to the extent of his or its respective pecuniary interest therein.

5. On an as-converted-to-common stock basis, consists of (i) 548,983 shares held directly by Holdings; and (ii) 548,982 shares held directly by Investment. Partners is the managing member of each of Holdings and Investment. Kairouz, 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 Holdings and Investment. Each of the reporting persons disclaims beneficial ownership of the shares held directly by each of Holdings and Investment, except to the extent of his or its respective pecuniary interest therein.

6. On an as-converted-to-common stock basis, consists of (i) 157,013 shares held directly by Rho III; (ii) 49,785 shares held directly by Holdings; (iii) 7,387 shares held directly by Investment; (iv) 42 shares held directly by Ruch; (v) 41,931 shares held directly by Q-4; and (vi) 424 shares held directly by Partners. The general partner of Q-4 is Pinnacle Management Partners LLC and its managing member is Rugu. Ruch is the managing member of Rugu and, as such, may be deemed to have the power to vote and dispose of the shared held directly by Q-4. Ruch disclaims beneficial ownership of the shares held directly by Q-4, except to the extent of his pecuniary interest therein.

7. Partners is the managing member of each of Rho II, Rho III and Holdings. Partners is also the managing member of RMV VI, which is the general partner of RVVI. Kairouz, Leschly and Ruch are managing members of Partners and, as such, may be deemed to share the power to vote and dispose of the share held by each of Rho II, Rho III, Holdings and RVVI. Each of the reporting persons disclaims beneficial ownership of the shares held directly by each of Rho II, Rho III, Holdings and RVVI, except to the extent of his or its respective pecuniary interest therein.

8. On an as-converted-to-common stock basis, consists of (i) 160,352 shares held directly by Rho III; (ii) 50,844 shares held directly by Holdings; (iii) 7,545 shares held directly by Investment; (iv) 43 shares held directly by Ruch; (v) 42,823 shares held directly by Q-4; and (vi) 432 shares held directly by Partners. The general partner of Q-4 is Pinnacle Management Partners LLC and its managing member is Rugu. Ruch is the managing member of Rugu and, as such, may be deemed to have the power to vote and dispose of the shares held directly by Q-4. Ruch disclaims beneficial ownership of the shares held directly by Q-4, except to the extent of his pecuniary interest therein.

9. Partners is the managing member of RMV VI, which is the general partner of RVVI. Kairouz, Leschly and Ruch are the managing members of Partners and, as such may be deemed to share the power to vote and dispose of the shares held by RVVI. Each of the reporting persons disclaims beneficial ownership of the shares held directly by RVVI, except to the extent of his or its respective pecuniary interest therein.

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

11. Partners is the managing member of RMV VI, which is the general partner of RVVI. Kairouz, Leschly and Ruch are the managing members of Partners and, as such may be deemed to share the power to vote and dispose of the shares held by RVVI. Each of the reporting persons disclaims beneficial ownership of the shares held directly by RVVI, except to the extent of his or its respective pecuniary interest therein.

12. Represents a performance warrant granted to Benjamin Wolin and Michael Keriakos, the founders of the issuer, as reflected in the Performance Warrant Agreement, as amended (the "Performance Warrant Agreement"), by and among Messrs. Wolin and Keriakos, certain of the reporting persons and certain other stockholders of the issuer.

13. Pursuant to the Performace Warrant Agreement, and subject to the terms and conditions thereof, beginning on January 1, 2017, the warrant becomes exercisable, subject to the potential acceleration of exercisability upon the occurrence of a change in control of the issuer (the "Trigger Date").

14. The performance warrant will expire, if not previously exercised, upon the last day of the year in which the Trigger Date occurs.

15. The shares subject to the performance warrant consist of (i) 30,931 shares held directly by Rho II; (ii) 27,725 shares held directly by Rho III; 58,712 shares held directly by Holdings; (iv) 53,586 shares held directly by Investment; (v) 5 shares held directly by Ruch; (vi) 51 shares held directly by Partners; and (vii) 5,070 shares held directly by Q-4.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/Alan Shapiro, Attorney-in-Fact	03/27/2014
	Alan Shapiro, Attorney-in-Fact	03/27/2014
	Alan Shapiro, Attorney-in-Fact	03/27/2014
	Alan Shapiro, Attorney-in-Fact	03/27/2014
	Alan Shapiro, Attorney-in-Fact	03/27/2014
	Alan Shapiro, Attorney-in-Fact	03/27/2014
	Alan Shapiro, Attorney-in-Fact	03/27/2014
	Alan Shapiro, Attorney-in-Fact	03/27/2014
	Alan Shapiro, Attorney-in-Fact	03/27/2014
	** Signature of Reporting Person	Date
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