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*
Jordan Paul

(Last) (First) (Middle)
21301 BURBANK BLVD.

(Street)
WOODLAND HILLS CA 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)
EVP, Chief Personnel Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2007
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 08/15/2007 A 50,000(1) A $0 132,460(2)(3)(4)(5)(6) D
Common Stock 08/15/2007 F 1,189(7) D $12.82 131,271(2)(3)(4)(5)(6) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. This represents an award of restricted stock units. Each unit will entitle the Reporting Person to one share of the Issuer's common stock upon vesting. The units will vest in full on August 15, 2010 subject to the Reporting Person's continued service with the Issuer.
2. Includes a restricted stock unit ("RSU") award granted on March 25, 2005 for a total of 7,500 units. Each unit will entitle the Reporting Person to one share of the Issuer's common stock upon vesting. 25% of the total RSU award vested on February 15, 2006, and the balance vests in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service with the Issuer. 2,813 shares remain unissued under that award.
3. Includes a restricted stock unit ("RSU") award granted on March 30, 2006 for a total of 20,000 units. Each unit will entitle the Reporting Person to one share of the Issuer's common stock upon vesting. 25% of the total RSU award vested on February 15, 2007, and the balance vests in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service with the Issuer. 12,500 shares remain unissued under that award.
4. Includes 5 restricted stock unit ("RSU") awards granted on April 18, 2006 through an Exchange Offer for a total of 12,797 units. Each unit will entitle the Reporting Person to one share of the Issuer's common stock upon vesting. One-eighth of the total shares vested on May 15, 2006, and the balance vests in 7 quarterly installments thereafter, subject to the Reporting Person's continued service with the Issuer. 3,201 shares remain unissued under those awards.
5. Includes a restricted stock unit ("RSU") award granted on February 15, 2007 for a total of 40,000 units. Each unit will entitle the Reporting Person to one share of the Issuer's common stock upon vesting. 25% of the total RSU award will vest on February 15, 2008, and the balance vests in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service with the Issuer. 40,000 shares remain unissued under that award.
6. Includes the reported restricted stock unit award granted on August 15, 2007 for a total of 50,000 units. Each unit will entitle the Reporting Person to one share of the Issuer's common stock upon vesting. The units will vest in full on August 15, 2010 subject to the Reporting Person's continued service with the Issuer.
7. Represents 1,189 shares withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.
Remarks:
Paul Jordan 08/17/2007
** 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.