8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

_____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 9, 2011

XO Group Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-28271	13-3895178
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

462 Broadway, 6th Floor, New York, New York	10013
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:  (212) 219-8555

_____________________

(Former name or former address, if changed since last report)

_____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On August 9, 2011, XO Group Inc. (“XO Group”) issued a press release announcing its adoption of a stock repurchase program of up to $20 million of its common stock.  A copy of XO Group’s press release announcing this program is attached as Exhibit 99.1 hereto, and is incorporated by reference into this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.  The following documents are included as exhibits to this report:

99.1 Press Release dated August 9, 2011.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	XO GROUP INC.
	(Registrant)
Date: August 10, 2011	By:	/s/ JOHN P. MUELLER
		John P. Mueller
		Chief Financial Officer

EXHIBIT INDEX

99.1 Press Release dated August 9, 2011.

EX-99

FOR IMMEDIATE RELEASE

XO Group Announces $20 Million Stock Repurchase Program

—Company Completed Repurchase of $50 million of Common Stock under Prior Program—

NEW YORK, NY, August 9, 2011 – XO Group Inc. (NYSE: XOXO, www.xogroupinc.com), formerly The Knot Inc., the premier media and technology company devoted to weddings, pregnancy, and everything in between, today announced that its Board of Directors has authorized the repurchase of up to $20 million of the Company’s common stock from time to time on the open market or in privately negotiated transactions.  The Company also announced it had completed the program announced in February 2010 to repurchase $50 million of the Company’s common stock.

“We continue to believe that XO Group’s repurchase of our shares represents an excellent long-term investment and that this action to adopt a new stock repurchase program demonstrates our commitment to enhancing shareholder value,” said David Liu, Chief Executive Officer.

The timing and amount of any shares repurchased will be determined by the Company’s management based on its evaluation of market conditions and other factors. The repurchase program may be suspended or discontinued at any time.

The repurchase program will be funded using the Company’s working capital. As of June 30, 2011, the Company had cash and cash equivalents of approximately $94.7 million and approximately 30.6 million shares of common stock outstanding.

Under the prior program, the Company repurchased 3,671,526 shares of common stock for approximately $37.7 million in a privately negotiated transaction with Macy’s, Inc. in February 2011, and 1,260,300 shares of common stock for approximately $12.3 million on the open market between May 2011 and August 2011.

About XO Group Inc.

XO Group Inc. (NYSE: XOXO; www.xogroupinc.com), formerly The Knot Inc., is the premier media and technology company devoted to weddings, pregnancy and everything in between, providing young women with the trusted information, products and advice they need to guide them through the most transformative events of their lives. Our family of premium brands began with the #1 wedding brand, The Knot, and has grown to include WeddingChannel.com, The Nest, The Bump and Ijie.com. XO Group is recognized by the industry for being innovative in all media - from the web to social media and mobile, magazines and books, and video - and our groundbreaking social platforms have ignited passionate communities across the world. XO Group has leveraged its customer loyalty into successful businesses in online sponsorship and advertising, registry services, ecommerce and publishing. The company is publicly listed on the New York Stock Exchange (XOXO) and is headquartered in New York City.

This release may contain projections or other forward-looking statements regarding future events or our future financial performance. These statements are only predictions and reflect our current beliefs and expectations. Actual events or results may differ materially from those contained in the projections or forward-looking statements. It is routine for internal projections and expectations to change as the quarter progresses, and therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations may change prior to the end of the quarter. Although these expectations may change, we will not necessarily inform you if they do. Our policy is to provide expectations not more than once per quarter, and not to update that information until the next quarter. Some of the factors that could cause actual results to differ materially from the forward-looking statements contained herein include, without limitation, (i) our online wedding-related and other websites may fail to generate sufficient revenue to survive over the long term, (ii) our history of losses, (iii) inability to adjust spending quickly enough to offset any unexpected revenue shortfall, (iv) delays or cancellations in spending by our advertisers and sponsors, (v) the significant fluctuation to which our quarterly revenue and operating results are subject, (vi) the seasonality of the wedding industry, (vii) our expectation of a decline in WeddingChannel.com membership and traffic to the WeddingChannel.com online shop as a result of the termination of the old Macy’s registry services agreement, (viii) the dependence of the WeddingChannel.com registry services business on third parties, and (ix) other factors detailed in documents we file from time to time with the Securities and Exchange Commission. Forward-looking statements in this release are made pursuant to the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995.

Contact:

Malindi Davies

Investor Relations Manager

XO Group Inc.

(212) 219-8555 x1322

IR@xogrp.com