0001193125-15-216424.txt : 20150608 0001193125-15-216424.hdr.sgml : 20150608 20150608163759 ACCESSION NUMBER: 0001193125-15-216424 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150608 DATE AS OF CHANGE: 20150608 GROUP MEMBERS: JOHN H. LEWIS GROUP MEMBERS: OSMIUM CAPITAL II, LP GROUP MEMBERS: OSMIUM CAPITAL, LP GROUP MEMBERS: OSMIUM DIAMOND, LP GROUP MEMBERS: OSMIUM SPARTAN, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DEMAND MEDIA INC. CENTRAL INDEX KEY: 0001365038 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 204731239 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86670 FILM NUMBER: 15918803 BUSINESS ADDRESS: STREET 1: 1655 26TH STREET CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: (310) 917-6400 MAIL ADDRESS: STREET 1: 1655 26TH STREET CITY: SANTA MONICA STATE: CA ZIP: 90404 FORMER COMPANY: FORMER CONFORMED NAME: Demand Media Inc DATE OF NAME CHANGE: 20060605 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Osmium Partners, LLC CENTRAL INDEX KEY: 0001316729 IRS NUMBER: 550793716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 300 DRAKES LANDING ROAD STREET 2: SUITE 172 CITY: GREENBRAE STATE: CA ZIP: 94904 BUSINESS PHONE: (415) 785-4044 MAIL ADDRESS: STREET 1: 300 DRAKES LANDING ROAD STREET 2: SUITE 172 CITY: GREENBRAE STATE: CA ZIP: 94904 SC 13G 1 d939686dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Demand Media, Inc.

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

24802N208

(CUSIP Number)

May 28, 2015

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

Page 1 of 10 pages


CUSIP No. 24802N208

 

  1. 

Names of Reporting Persons.

 

John H. Lewis

I.R.S. Identification Nos. of above persons (entities only).

  2.

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

(a)  ¨        (b)  x

 

  3.

SEC Use Only

 

  4.

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially 

owned by

Each

Reporting

Person

With:

  5. 

Sole Voting Power

 

0

  6.

Shared Voting Power

 

1,304,652

  7.

Sole Dispositive Power

 

0

  8.

Shared Dispositive Power

 

1,304,652

  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,304,652

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

6.6%

12.

Type of Reporting Person (See Instructions)

 

IN

 

 

Page 2 of 10 pages


CUSIP No. 24802N208

 

  1. 

Names of Reporting Persons.

 

Osmium Partners, LLC

I.R.S. Identification Nos. of above persons (entities only).

  2.

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

(a)  ¨        (b)  x

 

  3.

SEC Use Only

 

  4.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially 

owned by

Each

Reporting

Person

With:

  5. 

Sole Voting Power

 

0

  6.

Shared Voting Power

 

1,304,652

  7.

Sole Dispositive Power

 

0

  8.

Shared Dispositive Power

 

1,304,652

  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,304,652

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

6.6%

12.

Type of Reporting Person (See Instructions)

 

IA, OO

 

 

Page 3 of 10 pages


CUSIP No. 24802N208

 

  1. 

Names of Reporting Persons.

 

Osmium Capital, LP

I.R.S. Identification Nos. of above persons (entities only).

  2.

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

(a)  ¨        (b)  x

 

  3.

SEC Use Only

 

  4.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially 

owned by

Each

Reporting

Person

With:

  5. 

Sole Voting Power

 

0

  6.

Shared Voting Power

 

620,950

  7.

Sole Dispositive Power

 

0

  8.

Shared Dispositive Power

 

620,950

  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

620,950

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

3.1%

12.

Type of Reporting Person (See Instructions)

 

PN

 

 

Page 4 of 10 pages


CUSIP No. 24802N208

 

  1. 

Names of Reporting Persons.

 

Osmium Capital II, LP

I.R.S. Identification Nos. of above persons (entities only).

  2.

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

(a)  ¨        (b)  x

 

  3.

SEC Use Only

 

  4.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially 

owned by

Each

Reporting

Person

With:

  5. 

Sole Voting Power

 

0

  6.

Shared Voting Power

 

337,516

  7.

Sole Dispositive Power

 

0

  8.

Shared Dispositive Power

 

337,516

  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

337,516

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

1.7%

12.

Type of Reporting Person (See Instructions)

 

PN

 

 

Page 5 of 10 pages


CUSIP No. 24802N208

 

  1. 

Names of Reporting Persons.

 

Osmium Spartan, LP

I.R.S. Identification Nos. of above persons (entities only).

  2.

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

(a)  ¨        (b)  x

 

  3.

SEC Use Only

 

  4.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially 

owned by

Each

Reporting

Person

With:

  5. 

Sole Voting Power

 

0

  6.

Shared Voting Power

 

165,739

  7.

Sole Dispositive Power

 

0

  8.

Shared Dispositive Power

 

165,739

  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

165,739

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

0.8%

12.

Type of Reporting Person (See Instructions)

 

PN

 

 

Page 6 of 10 pages


CUSIP No. 24802N208

 

  1. 

Names of Reporting Persons.

 

Osmium Diamond, LP

I.R.S. Identification Nos. of above persons (entities only).

  2.

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

(a)  ¨        (b)  x

 

  3.

SEC Use Only

 

  4.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially 

owned by

Each

Reporting

Person

With:

  5. 

Sole Voting Power

 

0

  6.

Shared Voting Power

 

180,447

  7.

Sole Dispositive Power

 

0

  8.

Shared Dispositive Power

 

180,447

  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

180,447

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

0.9%

12.

Type of Reporting Person (See Instructions)

 

PN

 

 

Page 7 of 10 pages


Item 1.

 

(a) The name of the issuer is Demand Media, Inc. (the “Issuer”).

 

(b) The principal executive office of the Issuer is located at 1655 26th Street, Santa Monica, CA 90404.

 

Item 2.

 

(a) This statement (this “Statement”) is being filed by John H. Lewis, the controlling member of Osmium Partners, LLC, a Delaware limited liability company (“Osmium Partners”), which serves as the general partner of Osmium Capital, LP, a Delaware limited partnership (the “Fund”), Osmium Capital II, LP, a Delaware limited partnership (“Fund II”), Osmium Spartan, LP, a Delaware limited partnership (“Fund III”), and Osmium Diamond, LP, a Delaware limited partnership (“Fund IV”) (all of the foregoing, collectively, the “Filers”). The Fund, Fund II, Fund III and Fund IV are private investment vehicles formed for the purpose of investing and trading in a wide variety of securities and financial instruments. The Fund, Fund II, Fund III and Fund IV directly own the common shares reported in this Statement. Mr. Lewis and Osmium Partners may be deemed to share with the Fund, Fund II, Fund III and Fund IV (and not with any third party) voting and dispositive power with respect to such shares. Each Filer disclaims beneficial ownership with respect to any shares other than the shares owned directly by such Filer.

 

(b) The Principal Business Office of the Filers is 300 Drakes Landing Road, Suite 172, Greenbrae, CA 94904.

 

(c) For citizenship information see Item 4 of the cover sheet of each Filer.

 

(d) This Statement relates to the Common Stock of the Issuer.

 

(e) The CUSIP Number of the Common Stock of the Issuer is 24802N208.

 

Item 3.

Not applicable.

 

Item 4. Ownership.

See Items 5-9 and 11 on the cover page for each Filer, and Item 2. The percentage ownership of each Filer is based on 19,803,540 shares of Common Stock outstanding as of May 1, 2015, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015 as filed with the SEC on May 7, 2015.

 

Page 8 of 10 pages


Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ¨.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

 

Item 8. Identification and Classification of Members of the Group

Not applicable.

 

Item 9. Notice of Dissolution of Group

Not applicable.

 

Item 10. Certification

 

(a) Not applicable.

 

(b) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Page 9 of 10 pages


SIGNATURE

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

Dated: June 8, 2015

John H. Lewis

Osmium Partners, LLC

Osmium Capital, LP

Osmium Capital II, LP

Osmium Spartan, LP

Osmium Diamond, LP

 

By:

/s/ John H. Lewis

John H. Lewis, for himself and as

Managing Member of Osmium

Partners, LLC, for itself and as

General Partner of Osmium

Capital, LP, Osmium Capital II,

LP, Osmium Spartan, LP and Osmium Diamond, LP

 

Page 10 of 10 pages


EXHIBIT INDEX

 

Exhibit
No.

  

Document

1.    Joint Filing Agreement

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of Demand Media, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement.

Dated: June 8, 2015

 

John H. Lewis

Osmium Partners, LLC

Osmium Capital, LP

Osmium Capital II, LP

Osmium Spartan, LP

Osmium Diamond, LP

By:  

/s/ John H. Lewis

John H. Lewis, for himself and as

Managing Member of Osmium Partners,

LLC, for itself and as General Partner of

Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP and Osmium Diamond, LP