| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
UNITED ONLINE INC [ UNTD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/06/2009 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/06/2009 | A | 60,000(1) | A | (2) | 698,457(3)(4)(5)(6)(7) | D | |||
| Common Stock | 03/06/2009 | A | 41,666(1) | A | (8) | 740,123(3)(4)(5)(6)(7)(9) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option (right to buy) | $17.947 | 03/06/2009 | D | 180,000 | (10) | 06/17/2013 | Common Stock | 180,000 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $18.7 | 03/06/2009 | D | 125,000 | (10) | 01/28/2014 | Common Stock | 125,000 | (8) | 0 | D | ||||
| Explanation of Responses: |
| 1. 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 a series of eight successive equal quarterly installments upon the Reporting Person's completion of each successive three-month period of service with the Issuer over the 24-month period measured from February 15, 2009. |
| 2. On March 6, 2009, the Issuer canceled, pursuant to its option exchange program, an option granted to the Reporting Person on June 18, 2003. In exchange for the option, the Reporting Person received 60,000 restricted stock units. |
| 3. Includes 23,334 shares subject to a restricted stock unit award granted on February 13, 2007 that will be issued as those units vest. |
| 4. Includes 140,000 shares subject to a restricted stock unit award granted on August 15, 2007 that will be issued as those units vest. |
| 5. Includes 33,334 shares subject to a restricted stock unit award granted on February 15, 2008 that will be issued as those units vest. |
| 6. Includes 50,000 shares subject to a restricted stock unit award granted on February 15, 2009 that will be issued as those units vest. |
| 7. Includes 60,000 shares subject to the reported restricted stock unit award. |
| 8. On March 6, 2009, the Issuer canceled, pursuant to its option exchange program, an option granted to the Reporting Person on January 29, 2004. In exchange for the option, the Reporting Person received 41,666 restricted stock units. |
| 9. Includes 41,666 shares subject to the reported restricted stock unit award. |
| 10. One-third of the shares subject to the canceled option vested on the first anniversary of the grant date, and the remaining shares vested in a series of twenty-four successive equal monthly installments upon the Reporting Person's completion of each month of service with the Issuer over the 24-month period thereafter. |
| Remarks: |
| Frederic A. Randall, Jr. | 03/09/2009 | |
| ** 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. | ||
| 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. | ||