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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

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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 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

 

 

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* Brion B. Applegate

 

* William P. Collatos

 

* Randy J. Henderson

 

* Michael J. Kennealy

 

* Kevin J. Maroni

* Victor E. Parker, Jr.

 

*By: /s/ Randy J. Henderson Randy J. Henderson As attorney-in-fact