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^*

KAIROUZ HABIB

(Last)

(First)

(Middle)

C/O RHO VENTURES,

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2015

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⁽¹⁾	06/02/2015		A		4,016⁽²⁾	A	$0.00	10,292⁽³⁾	D
Common Stock								4,107,522⁽⁴⁾	I	See Footnote⁽⁵⁾⁽⁶⁾

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)
Stock Option (Right to Buy)	$12.45	06/02/2015		A		9,373		⁽⁷⁾	06/02/2025	Common Stock	9,373	$0.00	9,373	D

Explanation of Responses:

1. The security represents restricted stock units granted to the reporting person pursuant to the issuer's non-employee director compensation policy (the "Policy"). Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer.

2. 50% of the shares underlying these restricted stock units vest on each of June 2, 2016 and June 2, 2017, subject to the reporting person's continued service on the board of directors of the issuer on each such date.

3. The number of shares reported as directly held by the reporting person reflects the change in form of beneficial ownership of an aggregate of 6,276 shares previously reported by the reporting person as indirectly held through the reporting person's interest in Rho Ventures II Holdings LLC ("Rho II"), Rho Ventures III Holdings LLC ("Rho III") and Rho Ventures Partners Holdings LLC ("Holdings" and, collectively with Rho II and Rho III, the "Distributing Funds"). Such shares were received by virtue of pro-rata in-kind distributions (the "Distributions") of common stock of the issuer by the Distributing Funds without consideration to their respective members, including the reporting person.

4. As noted in footnote (3) above, the Distributing Funds have effected pro-rata in-kind distributions of the issuer's common stock subsequent to the last Form 4 filed by the reporting person. The shares reported as held by the reporting person indirectly through the Distributing Funds in this report reflect such distributions. The Distributing Funds reported the Distributions on a Form 4 filed on November 14, 2014, however, the Distributions did not result in any change in the reporting person's pecuniary interest in the issuer's common stock and, accordingly, no Form 4 was required or filed by the reporting person to report such distributions.

5. Ownership consists of (i) 30,931 shares of common stock held directly by Rho II; (ii) 622,356 shares of common stock held directly by Rho III; (iii) 58,712 shares of common stock held directly by Holdings; (iv) 949,266 shares of common stock held directly by Rho Investment Partners Holdings LLC ("Investment"); (v) 2,445,350 shares of common stock held directly by Rho Ventures VI, L.P. ("RVVI"); and (vi) 907 shares of common stock held directly by Rho Capital Partners LLC ("Partners").

6. Partners is the managing member of each of Rho II, Rho III, Holdings and Investment. Partners is also the managing member of RMV VI, L.L.C. ("RMV VI"), which is the general partner of RVVI. The reporting person (a member of the board of directors of the issuer), Mark Leschly and Joshua Ruch are managing members of Partners and, as such may be deemed to share the power to vote and dispose of the shares held by each of Rho II, Rho III, Holding, Investment and RVVI. The reporting person disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein.

7. This option was granted to the reporting person pursuant to the Policy and vests and becomes exercisable in a series of 24 successive equal monthly installments measured from June 2, 2015, subject to the reporting person's continued service on the board of directors of the issuer on each such date.

Remarks:

	/s/Alan Shapiro, Attorney-in-Fact	06/04/2015
	** 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).
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