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* B. Riley Financial, Inc. (Last) (First) (Middle) 21860 BURBANK BOULEVARD, SUITE 300 SOUTH (Street) WOODLAND HILLS CA 91367 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/04/2016	3. Issuer Name and Ticker or Trading Symbol UNITED ONLINE INC [ UNTD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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, par value $0.0001 per share	1,427,228(1)(2)(3)(4)	I(1)(2)(3)(4)	See notes
Common Stock, par value $0.0001 per share	659,283	I(5)(6)	See notes
Common Stock, par value $0.0001 per share	21,203	I(6)(7)	See notes
Common Stock, par value $0.0001 per share	692,794	I(6)(8)	See notes
Common Stock, par value $0.0001 per share	734,434	I(6)(9)	See notes
Common Stock, par value $0.0001 per share	2,750	D(10)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* B. Riley Financial, Inc. (Last) (First) (Middle) 21860 BURBANK BOULEVARD, SUITE 300 SOUTH (Street) WOODLAND HILLS CA 91367 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BRC Partners Opportunity Fund, LP (Last) (First) (Middle) 11100 SANTA MONICA BOULEVARD, SUITE 800 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* World Funds Trust (Last) (First) (Middle) 11100 SANTA MONICA BOULEVARD, SUITE 800 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* B. RILEY CAPITAL MANAGEMENT, LLC (Last) (First) (Middle) 11100 SANTA MONICA BOULEVARD, SUITE 800 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* B. Riley & Co., LLC (Last) (First) (Middle) 11100 SANTA MONICA BOULEVARD, SUITE 800 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RILEY BRYANT R (Last) (First) (Middle) 11100 SANTA MONICA BOULEVARD, SUITE 800 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Form 3 is filed jointly by BRC Partners Opportunity Fund, LP ("BPOF"), B. Riley Diversified Equity Fund (the "Mutual Fund"), B. Riley Capital Management, LLC ("BRCM"), B. Riley & Co., LLC ("BRC"), Bryant R. Riley and B. Riley Financial, Inc. ("BRF") (collectively, the "Filing Persons"). Each of the Filing Persons disclaims beneficial ownership of the outstanding shares of Common Stock, par value $0.0001 per share ("United Common Stock"), of United Online, Inc., a Delaware corporation ("United" or the "Issuer"), reported herein except to the extent of his or its pecuniary interest therein.

2. The Filing Persons are filing this Form 3 solely because, as a result of the Voting Agreement, dated as of May 4, 2016 (the "Voting Agreement"), among BRF and the directors of the Issuer who own shares of United Common Stock (collectively, the "United Stockholders"), BRF may be deemed to have beneficial ownership of such shares of United Common Stock beneficially owned by the United Stockholders. The Voting Agreement was entered into in connection with the Agreement and Plan of Merger, dated as of May 4, 2016, by and among BRF, Unify Merger Sub, Inc., a wholly-owned subsidiary of BRF, and the Issuer, pursuant to which Unify Merger Sub, Inc. will merge with and into the Issuer.

3. (Continued from footnote 3) Neither the filing of this statement nor any of its contents shall be deemed to constitute an admission by any Filing Person that it is the beneficial owner of any United Common Stock owned by the United Stockholders referred to herein for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended (the "Act"). The Filing Persons have no pecuniary interest in such United Common Stock owned by the United Stockholders. Each Filing Person, pursuant to Rule 16a-1(a)(4) promulgated under the Act, hereby expressly disclaims that it is the beneficial owner of such United Common Stock owned by the United Stockholders.

4. Includes 1,427,228 shares held directly by BPOF, the Mutual Fund, BRCM and BRC.

5. Represents 659,283 shares of United Common Stock owned directly by BPOF.

6. BRCM serves as the investment manager and general partner of BPOF, and as the investment advisor to the Mutual Fund and of certain separately managed accounts (the "Separately Managed Accounts"). BRF is the parent company of BRCM and BRC. By virtue of these relationships, each of BRCM and BRF may be deemed to beneficially own the shares of United Common Stock owned directly by BPOF and the Mutual Fund and held in the Separately Managed Accounts, and BRF may also be deemed to beneficially own the Shares owned directly by BRC.

7. Represents 21,203 shares of United Common Stock owned directly by the Mutual Fund.

8. Represents 692,794 shares of United Common Stock owned directly by BRCM.

9. Represents 734,434 shares of United Common Stock owned directly by BRC.

10. Represents 2,750 shares of United Common Stock owned directly by Bryant R. Riley.

Remarks:

	/s/ Bryant R. Riley, Chief Executive Officer of B. Riley Capital Management, LLC, General Partner of BRC PARTNERS OPPORTUNITY FUND, LP	05/16/2016
	/s/ Bryant R. Riley, Chief Executive Officer of B. Riley Capital Management, LLC, Investment Advisor of B. RILEY DIVERSIFIED EQUITY FUND	05/16/2016
	/s/ Bryant R. Riley, Chief Executive Officer of B. RILEY CAPITAL MANAGEMENT, LLC	05/16/2016
	/s/ Bryant R. Riley, Chairman of B. RILEY & CO., LLC	05/16/2016
	/s/ Bryant R. Riley	05/16/2016
	/s/ Bryant R. Riley, Chief Executive Officer of B. RILEY FINANCIAL, INC.	05/16/2016
	** Signature of Reporting Person	Date
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