1
|
NAMES OF REPORTING PERSONS
Spectrum Equity Investors V, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
|
5
|
SOLE VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
13,852,704
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
WITH:
|
8
|
SHARED DISPOSITIVE POWER
13,852,704
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,852,704
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.5%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
1
|
NAMES OF REPORTING PERSONS
Spectrum Equity Associates V, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
|
5
|
SOLE VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
13,852,704
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
WITH:
|
8
|
SHARED DISPOSITIVE POWER
13,852,704
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,852,704
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.5%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
1
|
NAMES OF REPORTING PERSONS
SEA V Management, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
|
5
|
SOLE VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
13,852,704
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
WITH:
|
8
|
SHARED DISPOSITIVE POWER
13,852,704
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,852,704
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.5%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
1
|
NAMES OF REPORTING PERSONS
Spectrum V Investment Managers’ Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
|
5
|
SOLE VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
13,852,704
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
WITH:
|
8
|
SHARED DISPOSITIVE POWER
13,852,704
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,852,704
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.5%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
1
|
NAMES OF REPORTING PERSONS
Brion B. Applegate
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF
|
5
|
SOLE VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
13,852,704
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
WITH:
|
8
|
SHARED DISPOSITIVE POWER
13,852,704
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,852,704
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.5%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
1
|
NAMES OF REPORTING PERSONS
William P. Collatos
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF
|
5
|
SOLE VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
13,852,704
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
WITH:
|
8
|
SHARED DISPOSITIVE POWER
13,852,704
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,852,704
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.5%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
1
|
NAMES OF REPORTING PERSONS
Randy J. Henderson
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF
|
5
|
SOLE VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
13,852,704
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
WITH:
|
8
|
SHARED DISPOSITIVE POWER
13,852,704
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,852,704
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.5%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
1
|
NAMES OF REPORTING PERSONS
Michael J. Kennealy
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF
|
5
|
SOLE VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
13,852,704
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
WITH:
|
8
|
SHARED DISPOSITIVE POWER
13,852,704
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,852,704
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.5%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
1
|
NAMES OF REPORTING PERSONS
Kevin J. Maroni
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF
|
5
|
SOLE VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
13,852,704
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
WITH:
|
8
|
SHARED DISPOSITIVE POWER
13,852,704
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,852,704
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.5%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
1
|
NAMES OF REPORTING PERSONS
Christopher T. Mitchell
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF
|
5
|
SOLE VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
13,852,704
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
WITH:
|
8
|
SHARED DISPOSITIVE POWER
13,852,704
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,852,704
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.5%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
1
|
NAMES OF REPORTING PERSONS
Victor E. Parker, Jr.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF
|
5
|
SOLE VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
13,852,704
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
WITH:
|
8
|
SHARED DISPOSITIVE POWER
13,852,704
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,852,704
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.5%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
Item 1(a).
|
Name of Issuer: Demand Media, Inc. (the “Issuer”).
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
1299 Ocean Avenue, Suite 500, Santa Monica, CA 90401-1022.
|
Item 2(a).
|
Names of Persons Filing: This statement is being filed by Spectrum Equity Investors V, L.P. (“SEI V”); Spectrum Equity Associates V, L.P. (“SEA V”), which is the sole general partner of SEI V; Spectrum V Investment Managers’ Fund, L.P. (“IMF V”); SEA V Management, LLC (“SEA
V Management” and, together with SEI V, SEA V, and IMF V, the “Fund V Entities”), which is the sole general partner of SEA V and the sole general partner of IMF V; Brion B. Applegate (“Applegate”), William P. Collatos (“Collatos”), Randy J. Henderson (“Henderson”), Kevin J. Maroni (“Maroni”), Michael J. Kennealy (“Kennealy”), Christopher T. Mitchell
(“Mitchell”), and Victor E. Parker, Jr. (“Parker” and, together with Applegate, Collatos, Henderson, Maroni, Kennealy, and Mitchell, the “Managers”). The Managers are the individual managing directors of SEA V Management. The persons and entities named in this paragraph are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence: The address of the principal business office of Collatos, Kennealy, Maroni, and Mitchell is Spectrum Equity Investors, One International Place, 29th Floor, Boston, MA 02110. The address of the principal business office of SEI V, SEA V, IMF V, SEA V Management, Applegate, Henderson, and Parker is Spectrum Equity Investors, 333 Middlefield Road, Suite 200, Menlo Park, CA 94025.
|
Item 2(c).
|
Citizenship: Each of SEI V, IMF V, and SEA V is a limited partnership organized under the laws of the State of Delaware. SEA V Management is a limited liability company organized under the laws of the State of Delaware. Each of the Managers is a United States of America citizen.
|
Item 2(d).
|
Title of Class of Securities: Common Stock, $.0001 par value (“Common Stock”).
|
Item 2(e).
|
CUSIP Number: 24802N109
|
Item 3.
|
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
Item 4.
|
Ownership.
|
(a)
|
SEI V is the record owner of 13,783,442 shares of Common Stock as of December 31, 2011 (the “SEI V Shares”). As the sole general partner of SEI V, SEA V may be deemed to own beneficially the SEI V Shares. IMF V is the record owner of 69,262 shares of Common Stock as of December 31, 2011 (the “IMF V Shares” and, together with the SEI V Shares, the “Fund V Shares”). As the sole general partner of SEA V and the sole general partner of IMF V, SEA V Management
may be deemed to own beneficially the Fund V Shares. As the individual managing directors of SEA V Management, each of the Managers may also be deemed to own beneficially the Fund V Shares. By virtue of their relationship as affiliated entities, whose controlling entities have overlapping individual controlling persons, each of the Fund V Entities
|
(b)
|
Percent of Class: See Line 11 of cover sheets. The percentages set forth on the cover sheets for each Reporting Person are calculated based on 83,842,781 shares of Common Stock reported by the Issuer to be outstanding as of November 11, 2011.
|
(c)
|
Number of shares as to which such person has:
|
(i)
|
sole power to vote or to direct the vote: See Line 5 of cover sheets.
|
(ii)
|
shared power to vote or to direct the vote: See Line 6 of cover sheets.
|
(iii)
|
sole power to dispose or to direct the disposition of: See Line 7 of cover sheets.
|
(iv)
|
shared power to dispose or to direct the disposition of: See Line 8 of cover sheets.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Item 9.
|
Notice of Dissolution of Group.
|
Item 10.
|
Certification.
|
By:
|
Spectrum Equity Associates V, L.P.
its general partner
|
By:
|
SEA V Management, LLC
its general partner
|
By:
|
*
Randy J. Henderson
Managing Director
|
By:
|
SEA V Management, LLC
its general partner
|
By:
|
*
Randy J. Henderson
Managing Director
|
By:
|
*
Randy J. Henderson
Managing Director
|
By:
|
SEA V Management, LLC
its general partner
|
By:
|
*
Randy J. Henderson
Managing Director
|
*
Brion B. Applegate |
*
William P. Collatos
|
*
Randy J. Henderson |
*
Michael J. Kennealy |
*
Kevin J. Maroni |
*
Christopher T. Mitchell |
*
Victor E. Parker, Jr. |
*By: /s/ Randy J. Henderson
Randy J. Henderson
As attorney-in-fact
|
By:
|
Spectrum Equity Associates V, L.P.
its general partner
|
By:
|
SEA V Management, LLC
its general partner
|
By:
|
*
Randy J. Henderson
Managing Director
|
By:
|
SEA V Management, LLC
its general partner
|
By:
|
*
Randy J. Henderson
Managing Director
|
By:
|
*
Randy J. Henderson
Managing Director
|
By:
|
SEA V Management, LLC
its general partner
|
By:
|
*
Randy J. Henderson
Managing Director
|
*
Brion B. Applegate |
*
William P. Collatos
|
*
Randy J. Henderson |
*
Michael J. Kennealy |
*
Kevin J. Maroni |
*
Christopher T. Mitchell |
*
Victor E. Parker, Jr. |
*By: /s/ Randy J. Henderson
Randy J. Henderson
As attorney-in-fact
|
/s/ Brion B. Applegate
Brion B. Applegate
/s/ William P. Collatos
William P. Collatos
/s/ Benjamin M. Coughlin
Benjamin M. Coughlin
/s/ Randy J. Henderson
Randy J. Henderson
/s/ Michael J. Kennealy
Michael J. Kennealy
/s/ Kevin J. Maroni
Kevin J. Maroni
/s/ Christopher T. Mitchell
Christopher T. Mitchell
/s/ Victor E. Parker, Jr.
Victor E. Parker, Jr.
|