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) 11/12/2013 | ||||||||||||||||||||||||||
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 | 11/12/2013 | M | 2,033(1) | A | $13.47(1) | 66,074(1)(2)(3) | D | |||
Common Stock | 11/12/2013 | S | 2,033 | D | $19.012(4) | 64,041(1)(2)(3) | D | |||
Common Stock | 11/12/2013 | M | 23,680(1) | A | $13.47(1) | 87,721(1)(2)(3) | D | |||
Common Stock | 11/12/2013 | S | 23,680 | D | $18.872(5) | 64,041(1)(2)(3) | D | |||
Common Stock | 31,860(6) | I | Robert J. Taragan and Fay K. Taragan TTEE 2003 Taragan Family Trust U/A 6/3/2003 |
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) | $13.47(1) | 11/12/2013 | M | 2,033(1) | (7) | 02/14/2021 | Common Stock | 2,033(1) | $0 | 58,594(1) | D | ||||
Stock Option (Right to Buy) | $13.47(1) | 11/12/2013 | M | 23,680(1) | (7) | 02/14/2021 | Common Stock | 23,680(1) | $0 | 34,914(1) | D |
Explanation of Responses: |
1. The Reporting Person's outstanding restricted stock unit awards and options to purchase Issuer common stock have been adjusted in connection with the 1-for-7 reverse stock split of Issuer common stock that was effected at 11:59 p.m. (Eastern Daylight Time) on October 31, 2013 ("Reverse Stock Split"), and in connection with the separation of FTD Companies, Inc. ("FTD") from the Issuer that was effected on November 1, 2013 in order to preserve the value of the Issuer securities as contemplated in the Employee Matters Agreement that was entered into by Issuer and FTD in connection with the separation of FTD from Issuer. The Reporting Person's outstanding shares of common stock have also been adjusted in connection with the Reverse Stock Split. |
2. Includes 20,948 shares subject to a restricted stock unit award granted on February 29, 2012 that will be issued as those units vest. |
3. Includes 39,278 shares subject to a restricted stock unit award granted on March 6, 2013 that will be issued as those units vest. |
4. Represents the weighted average sale price per share. The actual sales prices ranged from a low of $19.00 to a high of $19.02. The Reporting Person will provide upon request by the Securities and Exchange Commission, the Issuer or any security holder of the Issuer full information regarding the number of shares sold at each separate price. |
5. Represents the weighted average sale price per share. The actual sales prices ranged from a low of $18.85 to a high of $18.92. The Reporting Person will provide upon request by the Securities and Exchange Commission, the Issuer or any security holder of the Issuer full information regarding the number of shares sold at each separate price. |
6. The Reporting Person's outstanding shares of common stock have been adjusted in connection with the Reverse Stock Split. |
7. The option shall vest and become exercisable as follows: one-third vested on February 15, 2012, an additional one-third vested on February 15, 2013, and the remaining one-third shall vest upon the Reporting Person's continuation in service through February 15, 2014. |
/s/ Robert J. Taragan | 11/14/2013 | |
** 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. |