X0306 4 2014-03-07 0001062292 XO GROUP INC. XOXO 0001580569 Steib Michael F C/O XO GROUP INC. 195 BROADWAY, 25TH FLOOR NEW YORK NY 10007 0 1 0 0 President Common Stock 2014-03-07 4 A 0 31250 A 174351 D Represents an award of restricted stock under the Issuer's Stock Incentive Plan subject to performance-based vesting. This award constitutes the 2014 annual portion of the performance-based restricted stock to which the Reporting Person is entitled under his employment agreement with the Issuer. Subject to the Reporting Person's continued employment through December 31, 2014, some or all of the stock may vest between January 1 and March 15, 2015 according to an evaluation by the Issuer's Compensation Committee of the Reporting Person's achievement of certain performance goals. /s/ JEREMY LECHTZIN, attorney-in-fact 2014-03-07