0001209191-16-153734.txt : 20161206 0001209191-16-153734.hdr.sgml : 20161206 20161206180015 ACCESSION NUMBER: 0001209191-16-153734 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161203 FILED AS OF DATE: 20161206 DATE AS OF CHANGE: 20161206 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Everyday Health, Inc. CENTRAL INDEX KEY: 0001358483 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 345 HUDSON STREET STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 718-797-0722 MAIL ADDRESS: STREET 1: 345 HUDSON STREET STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 FORMER COMPANY: FORMER CONFORMED NAME: WATERFRONT MEDIA INC DATE OF NAME CHANGE: 20060405 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RUCH JOSHUA CENTRAL INDEX KEY: 0000943431 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36371 FILM NUMBER: 162037261 MAIL ADDRESS: STREET 1: 4 DUNE ROAD CITY: EAST QUOGUE STATE: NY ZIP: 11942 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rho Investment Partners Holdings LLC CENTRAL INDEX KEY: 0001533280 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36371 FILM NUMBER: 162037264 BUSINESS ADDRESS: STREET 1: 152 W. 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-751-6677 MAIL ADDRESS: STREET 1: 152 W. 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rho Ventures Partners Holdings LLC CENTRAL INDEX KEY: 0001533278 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36371 FILM NUMBER: 162037265 BUSINESS ADDRESS: STREET 1: 152 W. 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-751-6677 MAIL ADDRESS: STREET 1: 152 W. 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rho Ventures III Holdings LLC CENTRAL INDEX KEY: 0001533276 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36371 FILM NUMBER: 162037266 BUSINESS ADDRESS: STREET 1: 152 W. 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-751-6677 MAIL ADDRESS: STREET 1: 152 W. 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rho Capital Partners LLC CENTRAL INDEX KEY: 0001325385 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36371 FILM NUMBER: 162037268 BUSINESS ADDRESS: STREET 1: C/O RHO CAPITAL PARTNERS, INC. STREET 2: 152 WEST 57TH STREET, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-751-6677 MAIL ADDRESS: STREET 1: C/O RHO CAPITAL PARTNERS, INC. STREET 2: 152 WEST 57TH STREET, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RMV VI, L.L.C. CENTRAL INDEX KEY: 0001478944 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36371 FILM NUMBER: 162037262 BUSINESS ADDRESS: STREET 1: C/O JEFFREY I. MARTIN, ESQ. STREET 2: 152 WEST 57TH STREET, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-751-6677 MAIL ADDRESS: STREET 1: C/O JEFFREY I. MARTIN, ESQ. STREET 2: 152 WEST 57TH STREET, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rho Ventures II Holdings LLC CENTRAL INDEX KEY: 0001603655 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36371 FILM NUMBER: 162037267 BUSINESS ADDRESS: STREET 1: C/O RHO VENTURES STREET 2: 152 WEST 57TH STREET, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-751-6677 MAIL ADDRESS: STREET 1: C/O RHO VENTURES STREET 2: 152 WEST 57TH STREET, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RHO Ventures VI LP CENTRAL INDEX KEY: 0001419636 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36371 FILM NUMBER: 162037263 BUSINESS ADDRESS: STREET 1: 152 West 57th Street STREET 2: 23rd Floor CITY: New York STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 751-6677 MAIL ADDRESS: STREET 1: 152 West 57th Street STREET 2: 23rd Floor CITY: New York STATE: NY ZIP: 10019 FORMER NAME: FORMER CONFORMED NAME: RHO Ventues VI LP DATE OF NAME CHANGE: 20071128 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LESCHLY MARK CENTRAL INDEX KEY: 0001120545 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36371 FILM NUMBER: 162037260 MAIL ADDRESS: STREET 1: RHO CAPITAL PARTNERS, INC. STREET 2: 152 W 57TH ST 23RD FL CITY: NEW YORK STATE: NY ZIP: 10019 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-12-03 1 0001358483 Everyday Health, Inc. EVDY 0001325385 Rho Capital Partners LLC C/O RHO VENTURES, 152 WEST 57TH STREET, 23RD FLOOR NEW YORK NY 10019 0 0 1 0 0001603655 Rho Ventures II Holdings LLC C/O RHO VENTURES, 152 WEST 57TH STREET, 23RD FLOOR NEW YORK NY 10019 0 0 1 0 0001533276 Rho Ventures III Holdings LLC C/O RHO VENTURES, 152 WEST 57TH STREET, 23RD FLOOR NEW YORK NY 10019 0 0 1 0 0001533278 Rho Ventures Partners Holdings LLC C/O RHO VENTURES 152 WEST 57TH STREET, 23RD FLOOR NEW YORK NY 10019 0 0 1 0 0001533280 Rho Investment Partners Holdings LLC C/O RHO VENTURES, 152 WEST 57TH STREET, 23RD FLOOR NEW YORK NY 10019 0 0 1 0 0001419636 RHO Ventures VI LP C/O RHO VENTURES, 152 WEST 57TH STREET, 23RD FLOOR NEW YORK NY 10019 0 0 1 0 0001478944 RMV VI, L.L.C. C/O RHO VENTURES 152 WEST 57TH STREET, 23RD FLOOR NEW YORK NY 10019 0 0 1 0 0000943431 RUCH JOSHUA C/O RHO VENTURES, 152 WEST 57TH STREET, 23RD FLOOR NEW YORK NY 10019 0 0 1 0 0001120545 LESCHLY MARK C/O RHO VENTURES, 152 WEST 57TH STREET, 23RD FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock 2016-12-03 4 U 0 4397630 10.50 D 176690 I See Footnote Common Stock 2016-12-05 4 X 0 176690 0.0001 D 0 I See Footnote Call Option (Obligation to Sell) 0.0001 2016-12-05 4 X 0 176690 0.00 D Common Stock 176690 0 I See Footnote Disposed of pursuant to a cash tender offer conducted in accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated October 21, 2016, among the Issuer, Ziff Davis, LLC, a Delaware limited liability company (the "Parent"), Project Echo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser") and j2 Global, Inc. in exchange for cash consideration of $10.50 per share, without interest and less any applicable tax withholding. Pursuant to the Merger Agreement, the Purchaser merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). Shares disposed of pursuant to the cash tender offer conducted in accordance with the Merger Agreement were held as follows: (a) 2,445,350 shares held by Rho Ventures VI, L.P. ("RV VI"); (b) 594,631 shares held by Rho Ventures III Holdings LLC ("RV III"); (c) 895,680 shares held by Rho Investment Partners Holdings LLC ("RIP Holdings"); (d) 856 shares held by Rho Capital Partners LLC ("RCP"); (e) 84,754 shares held by Pinnacle Investment Partners "Q-4", L.P. ("Q-4"); (f) 59,311 shares held by Joshua Ruch ("Ruch"); (g) 313,914 shares held in an account managed by Ruch (the "Managed Account"); (h) 270 shares held in trusts for Ruch's children and in respect of which Ruch is a trustee; and (i) 2,864 shares held by Mark Leschly ("Leschly"). RMV VI, L.L.C. ("RMV VI") is the general partner of RV VI and RCP is the managing member of RMV VI, RV III, Rho Ventures II Holdings LLC ("RV II"), Rho Venture Partners Holdings LLC ("RVP Holdings") and RIP Holdings. As such, RMV VI and RCP possess power to direct the voting and disposition of the shares owned by RV VI, RV III, RV II, RVP Holdings and RIP Holdings and may be deemed to have indirect beneficial ownership of the shares held by RV VI, RV III, RV II, RVP Holdings and RIP Holdings. RMV VI holds no shares of the Issuer directly. Ruch, Habib Kairouz and Leschly are managing members of RCP and as such possess power to direct the voting and disposition of the shares owned by RV VI, RV III, RV II, RVP Holdings, RIP Holdings and RCP and may be deemed to have indirect beneficial ownership of the shares held by RV VI, RV III, RV II, RVP Holdings, RIP Holdings and RCP. Pinnacle Management Partners LLC ("PMP") is the general partner of Q4 and RUGU Partners LLC ("Rugu") is the managing member of PMP. As such, PMP and Rugu possess power to direct the voting and disposition of the shares owned by Q4 and may be deemed to have indirect beneficial ownership of the shares held by Q4. PMP and Rugu hold no shares of the Issuer directly. Ruch is the managing member of Rugu and as such possesses power to direct the voting and disposition of the shares owned Q4 and may be deemed to have indirect beneficial ownership of the shares held by Q4. Represents shares underlying a performance warrant (the "Performance Warrant") granted to Benjamin Wolin and Michael Keriakos, the founders of the Issuer, as reflected in the Performance Warrant Agreement, as amended (the "Performance Warrant Agreement"), by and among the Reporting Person, Mr. Wolin, Mr. Keriakos and certain other stockholders of the Issuer. Disposed of pursuant to the exercise of the Performance Warrant, as described in footnote (9) below. Shares disposed of pursuant to the exercise of the Performance Warrant were held as follows: (a) 27,725 shares held by RV III; (b) 30,931 shares held by RV II; (c) 58,712 shares held by RVP Holdings; (d) 53,586 shares held by RIP Holdings; (e) 51 shares held by RCP; (f) 5,070 shares held by Q4; (g) 5 shares held by Ruch; and (h) 610 shares held by the Managed Account. Represents the Performance Warrant. Pursuant to the Performace Warrant Agreement, and subject to the terms and conditions thereof, beginning on January 1, 2017, the Performance Warrant was to become exercisable, subject to the potential acceleration of exercisability upon the occurrence of a change in control of the Issuer (the "Trigger Date"). Because the Merger constituted a change in control, the Trigger Date occurred on, and the Performance Warrant was exercised effective as of, December 5, 2016. The Performance Warrant was scheduled to expire, if not previously exercised, upon the last day of the year in which the Trigger Date occurred. /s/Alan Shapiro, Attorney-in-Fact 2016-12-06 Alan Shapiro, Attorney-in-Fact 2016-12-06 Alan Shapiro, Attorney-in-Fact 2016-12-06 Alan Shapiro, Attorney-in-Fact 2016-12-06 Alan Shapiro, Attorney-in-Fact 2016-12-06 Alan Shapiro, Attorney-in-Fact 2016-12-06 Alan Shapiro, Attorney-in-Fact 2016-12-06 Alan Shapiro, Attorney-in-Fact 2016-12-06 Alan Shapiro, Attorney-in-Fact 2016-12-06