-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VotZz83UtHygOyNBJLSpU1eMSqoFj5x9NuoI4D5IcH46i6/w9S7BvVdDOkmyd5ys iJqGBk4uEjZw+GHpqBsO9w== 0001104659-08-077932.txt : 20081222 0001104659-08-077932.hdr.sgml : 20081222 20081222172005 ACCESSION NUMBER: 0001104659-08-077932 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081222 DATE AS OF CHANGE: 20081222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDSTON MARK R CENTRAL INDEX KEY: 0001230439 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O UNITED ONLINE STREET 2: 2555 TOWNSGATE ROAD CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED ONLINE INC CENTRAL INDEX KEY: 0001142701 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 770575839 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62069 FILM NUMBER: 081264835 BUSINESS ADDRESS: STREET 1: 21301 BURBANK BOULEVARD CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 8182873000 MAIL ADDRESS: STREET 1: 21301 BURBANK BOULEVARD CITY: WOODLAND HILLS STATE: CA ZIP: 91367 SC 13D/A 1 a08-30906_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

United Online, Inc.

(Name of Issuer)

 

Common Stock, $0.0001 Par Value

(Title of Class of Securities)

 

911268100

(CUSIP Number)

 

Mark R. Goldston

United Online, Inc.

21301 Burbank Boulevard

Woodland Hills, CA 91367

(818) 287-3000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

August 26, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 


 

 

1

Names of Reporting Persons.
Mark R. Goldston

 

I.R.S. Identification Nos. of Above Persons (Entities Only).

N/A

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
Not Applicable

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
2,669,457

 

8

Shared Voting Power
920,622

 

9

Sole Dispositive Power
2,669,457

 

10

Shared Dispositive Power
920,622

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
3,590,079

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

 

13

Percent of Class Represented by Amount in Row (11)
4.2% (based on the number of shares of Common Stock outstanding as of December 8, 2008)

 

 

14

Type of Reporting Person (See Instructions)
IN

 

2


 

This Amendment No. 3 (this “Amendment No. 3”) amends the Statement on Schedule 13D, dated May 9, 2005, as amended by Amendment No. 1 thereto, dated March 2, 2006, and Amendment No. 2 thereto, dated June 7, 2006, filed with the Securities and Exchange Commission by Mark R. Goldston (the “Reporting Person”) relating to shares of the common stock, $.0001 par value per share (the “Common Stock”), of United Online, Inc. (“UOL”).

 

The purpose of this Amendment No. 3 is to report that as of August 26, 2008, the Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock.

 

Item 5.  Interest in Securities of the Issuer.

 

The disclosure in Item 5 is hereby amended and restated in its entirety as follows:

 

(a)          As of December 8, 2008, the Reporting Person was the beneficial owner of 3,590,079 shares of Common Stock, which comprises 4.2% of the 84,772,599 shares of Common Stock outstanding as of December 8, 2008 (including shares subject to the Reporting Person’s options which are currently exercisable or which will become exercisable within 60 days of December 8, 2008). The Reporting Person’s beneficial ownership includes 2,669,457 shares subject to options which are currently exercisable or which will become exercisable within 60 days of December 8, 2008.

 

(b)         As of December 8, 2008, the Reporting Person had (i) sole power to vote 2,669,457 shares of Common Stock; (ii) shared power to vote 920,622 shares of Common Stock, which are owned by the Mark and Nancy Jane Goldston Family Trust dated November 8, 1997 (the “Trust Shares”); (iii) sole power to dispose of 2,669,457 shares of Common Stock; and (iv) shared power to dispose the 920,622 Trust Shares.

 

(c)          The Reporting Person has not effected any transactions in UOL’s Common Stock during the sixty days preceding the date hereof.

 

(d)         Except for the Trust Shares, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Person.

 

(e)          On August 26, 2008, the Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock.  In connection with the acquisition of FTD Group, Inc. by UOL on August 26, 2008, UOL issued approximately 12.3 million shares of Common Stock to the stockholders of FTD Group, Inc.  As a result of the increase in the total number of outstanding shares of Common Stock, the Reporting Person’s beneficial ownership interest in the Common Stock decreased below five percent.

 

3


 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Dated: December 19, 2008

/s/ Mark R. Goldston

 

Mark R. Goldston

 

4

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