SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Wolin Benjamin

(Last)

(First)

(Middle)

C/O EVERYDAY HEALTH, INC.,

345 HUDSON STREET, 16TH FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/27/2014

3. Issuer Name and Ticker or Trading Symbol
Everyday Health, Inc. [ EVDY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	587,789	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽¹⁾	04/01/2017	Common Stock	130,090	$5.76	D
Employee Stock Option (Right to Buy)	⁽¹⁾	04/11/2018	Common Stock	133,333	$9.27	D
Employee Stock Option (Right to Buy)	⁽¹⁾	06/15/2019	Common Stock	66,666	$4.995	D
Employee Stock Option (Right to Buy)	⁽¹⁾	06/15/2019	Common Stock	66,666	$12	D
Employee Stock Option (Right to Buy)	⁽²⁾	10/13/2020	Common Stock	164,166	$7.68	D
Employee Stock Option (Right to Buy)	⁽³⁾	03/27/2022	Common Stock	133,333	$6.345	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	03/13/2024	Common Stock	160,000	$15	D
Call Option (Right to Buy)⁽⁵⁾	⁽⁶⁾	⁽⁷⁾	Common Stock	233,333	$0.0001	D

Explanation of Responses:

1. Immediately exercisable.

2. 140,225 shares are immediately exercisable. The remaining shares shall vest and become exercisable in seven equal monthly installments beginning on April 11, 2014.

3. 66,666 shares are immediately exercisable. The remaining shares shall vest and become exercisable in seven equal monthly installments beginning on April 22, 2014.

4. 1/4th of these shares shall vest and become exercisable on March 15, 2015 and 1/48th of the total number of shares shall vest and become exercisable in 36 equal monthly installments beginning on April 15, 2015.

5. Represents a performance warrant granted to the reporting person and Michael Keriakos, the founders of the issuer, as reflected in the Performance Warrant Agreement, as amended (the "Performance Warrant Agreement"), by and among the reporting person, Mr. Keriakos and certain other stockholders of the issuer.

6. Pursuant to the Performace Warrant Agreement, and subject to the terms and conditions thereof, beginning on January 1, 2017, the warrant becomes exercisable, subject to the potential acceleration of exercisability upon the occurrence of a change in control of the issuer (the "Trigger Date").

7. The performance warrant will expire, if not previously exercised, upon the last day of the year in which the Trigger Date occurs.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/Alan Shapiro, Attorney-in-Fact	03/27/2014
	** 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 5 (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.