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^*

TARAGAN ROBERT A

(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)
	EVP Ops., GM Cybertarget

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2009

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	02/15/2009		A		80,000⁽¹⁾	A	$0	285,328⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D
Common Stock	02/15/2009		A		37,111⁽⁶⁾	A	$0	322,439⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D
Common Stock	02/15/2009		F		30,848⁽⁷⁾	D	$5.19	291,591⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	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)

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 February 15, 2010, subject to the Reporting Person's continued service with the Issuer through such date.

2. Includes 16,667 shares subject to a restricted stock unit award granted on February 15, 2007 that will be issued as those units vest.

3. Includes 75,000 shares subject to a restricted stock unit award granted on August 15, 2007 that will be issued as those units vest.

4. Includes 33,334 shares subject to a restricted stock unit award granted on February 15, 2008 that will be issued as those units vest.

5. Includes 80,000 shares subject to the reported restricted stock unit award.

6. This represents an issuance of fully vested shares of the Issuer's common stock pursuant to the Issuer's 2008 Management Bonus Plan.

7. Represents (i) 17,580 shares withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units and (ii) 13,268 shares withheld to satisfy the Reporting Person's tax withholding obligation in connection with the reported stock issuance.

Remarks:

	Robert J. Taragan	02/18/2009
	** 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).
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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