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^*

APATOFF ROBERT S

(Last)

(First)

(Middle)

21301 BURBANK BLVD.

(Street)

WOODLAND HILLS

91367

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNITED ONLINE INC [ UNTD ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, FTD Group, Inc.

3. Date of Earliest Transaction (Month/Day/Year)
04/26/2010

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	04/26/2010		G	V	131,219⁽¹⁾	D	$0	457,500⁽²⁾⁽³⁾	D
Common Stock	04/26/2010		G	V	131,219⁽¹⁾	A	$0	131,219⁽⁴⁾	I	Robert S. Apatoff 2007 Living Trust and the Vicki G. Apatoff 2007 Living Trust as tenants in common
Common Stock	04/26/2010		G	V	1,055⁽⁵⁾	D	$0	0	I	By The Vicki G. Apatoff Trust
Common Stock	04/26/2010		G	V	1,055⁽⁵⁾	A	$0	132,274⁽⁴⁾	I	Robert S. Apatoff 2007 Living Trust and the Vicki G. Apatoff 2007 Living Trust as tenants in common

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)

Explanation of Responses:

1. Represents shares of the Issuer's common stock transferred by the Reporting Person into a tenancy in common ownership arrangement between the Robert S. Apatoff 2007 Living Trust (of which the Reporting Person is the sole trustee and sole beneficiary during his lifetime) and the Vicki G. Apatoff 2007 Living Trust (of which the Reporting Person's spouse is the sole trustee and sole beneficiary during her lifetime).

2. Includes 363,750 shares subject to a restricted stock unit award granted on November 15, 2008 that will be issued as those units vest.

3. Includes 90,000 shares subject to a restricted stock unit award granted on February 15, 2010 that will be issued as those units vest.

4. Represents shares of the Issuer's common stock held as tenants in common by the Robert S. Apatoff 2007 Living Trust (of which the Reporting Person is the sole trustee and sole beneficiary during his lifetime) and the Vicki G. Apatoff 2007 Living Trust (of which the Reporting Person's spouse is the sole trustee and sole beneficiary during her lifetime). The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in the shares held in such tenancy in common.

5. Represents shares of the Issuer's common stock transferred by the Reporting Person's spouse into a tenancy in common ownership arrangement between the Robert S. Apatoff 2007 Living Trust (of which the Reporting Person is the sole trustee and sole beneficiary during his lifetime) and the Vicki G. Apatoff 2007 Living Trust (of which the Reporting Person's spouse is the sole trustee and sole beneficiary during her lifetime).

	/s/ Robert S. Apatoff	07/19/2010
	** 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.
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