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^*

DOSSETT JEFFREY

(Last)

(First)

(Middle)

1630 STEWART STREET

SUITE 120

(Street)

SANTA MONICA

90404

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/23/2013

3. Issuer Name and Ticker or Trading Symbol
DEMAND MEDIA INC. [ DMD ]

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

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

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, $0.0001 par value	91,263⁽¹⁾	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)
Stock Option (right to buy)	⁽²⁾	10/27/2020	Common Stock, $0.0001 par value	50,000	$15.36	D

Explanation of Responses:

1. Includes a total of 75,497 unvested restricted stock units. Of the unvested restricted stock units, (i) 6,250 shall vest in two (2) equal installments on October 8, 2013 and October 8, 2014, (ii) 6,750 shall vest in nine (9) equal quarterly installments commencing on August 15, 2013 and on each 3-month anniversary thereafter, (iii) 10,000 shall vest in six (6) substantially equal quarterly installments commencing on August 15, 2013 and on each 3-month anniversary thereafter, (iv) 8,747 shall vest in six (6) substantially equal quarterly installments commencing on August 15, 2013 and on each 3-month anniversary thereafter, and (v) 43,750 shall vest in fourteen (14) equal quarterly installments commencing on August 15, 2013 and on each 3-month anniversary thereafter.

2. 25% of the shares subject to the option vested on October 8, 2011, and the balance vests in 36 substantially equal installments on each monthly anniversary thereafter, subject to Mr. Dossett's continued employment with the Issuer through the applicable vesting date.

Remarks:

	/s/ Daniel J. Weinrot, By: Daniel J. Weinrot as Attorney-in-Fact for Jeffrey Dossett	05/31/2013
	** 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.