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^*

RANDALL FREDERIC A JR

(Last)

(First)

(Middle)

2555 TOWNSGATE ROAD

(Street)

WESTLAKE VILLAGE

91361

(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)
	EVP, General Counsel & Sec'y

3. Date of Earliest Transaction (Month/Day/Year)
11/25/2003

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	11/25/2003		M		43,000	A	$1.84	222,956⁽¹⁾	D
Common Stock	11/25/2003		S		3,000	D	$18.65	219,956	D
Common Stock	11/25/2003		S		32,000	D	$18.61	187,956	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)
Stock Option (Right to Buy)	$1.84	11/25/2003		M			43,000	09/26/2001⁽²⁾	09/25/2011	Common Stock	43,000	$1.84	506,980⁽³⁾	D

Explanation of Responses:

1. On September 24, 2003, United Online declared a stock dividend, payable to all holders of record of common stock on October 14, 2003, of one share of common stock for every two shares of common stock outstanding. As a result, the reporting person received 58,735 shares of United Online common stock as of October 31, 2003. This total also includes 3,750 shares acquired under the United Online Employee Stock Purchase Plan on October 31, 2003.

2. This option is immediately exercisable. Twenty-five percent of this option vests on the first anniversary of the date of grant and the remainder vests in 36 equal monthly installments thereafter.

3. On September 24, 2003, United Online declared a stock dividend, payable to all holders of record of common stock on October 14, 2003, of one share of common stock for every two shares of common stock outstanding. Pursuant to anti-dilution provisions of United Online's Stock Incentive Plan, when the dividend was issued on October 31, 2003, it had the following impact on the reporting person's outstanding options: (1) an option to purchase 35,000 shares at $5.00 per share became exercisable for 52,500 shares at $3.333 per share; (2) an option to purchase 129,153 shares at $1.84 per share became exercisable for 193,730 shares at $1.226 per share; (3) an option to purchase 82,500 shares at $8.65 per share became exercisable for 123,750 shares at $5.766 per share; and (4) an option to purchase 120,000 shares at $26.92 per share became exercisable for 180,000 shares at $17.946 per share.

Remarks:

	Frederic A. Randall, Jr.	11/25/2003
	** 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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