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