-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FaQtZHEwLYxHgcp3rx9Z4AqWgdQiRQOPNaScKpHbtf76jxw6yzJfiuo6SQyPceTR 6I/rib84dnVeASodAHpl1g== 0001104659-11-002956.txt : 20110125 0001104659-11-002956.hdr.sgml : 20110125 20110125214245 ACCESSION NUMBER: 0001104659-11-002956 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110125 FILED AS OF DATE: 20110125 DATE AS OF CHANGE: 20110125 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DEMAND MEDIA INC. CENTRAL INDEX KEY: 0001365038 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 204731239 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1299 OCEAN AVENUE STREET 2: SUITE 500 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 310-394-6400 MAIL ADDRESS: STREET 1: 1299 OCEAN AVENUE STREET 2: SUITE 500 CITY: SANTA MONICA STATE: CA ZIP: 90401 FORMER COMPANY: FORMER CONFORMED NAME: Demand Media Inc DATE OF NAME CHANGE: 20060605 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PARKER VICTOR E JR CENTRAL INDEX KEY: 0001166804 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35048 FILM NUMBER: 11547794 MAIL ADDRESS: STREET 1: 333 MIDDLEFIELD ROAD, STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Spectrum Equity Investors V L P CENTRAL INDEX KEY: 0001320123 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35048 FILM NUMBER: 11547793 BUSINESS ADDRESS: STREET 1: ONE INTERNATIONAL PLACE 29TH FL CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-464-4600 MAIL ADDRESS: STREET 1: ONE INTERNATIONAL PLACE 29TH FL CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEA V Management LLC CENTRAL INDEX KEY: 0001472388 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35048 FILM NUMBER: 11547791 BUSINESS ADDRESS: STREET 1: 333 MIDDLEFIELD ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (415) 464-4600 MAIL ADDRESS: STREET 1: 333 MIDDLEFIELD ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Spectrum Equity Associates V LP CENTRAL INDEX KEY: 0001472389 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35048 FILM NUMBER: 11547792 BUSINESS ADDRESS: STREET 1: 333 MIDDLEFIELD ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (415) 464-4600 MAIL ADDRESS: STREET 1: 333 MIDDLEFIELD ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Spectrum V Investment Managers Fund LP CENTRAL INDEX KEY: 0001472390 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35048 FILM NUMBER: 11547790 BUSINESS ADDRESS: STREET 1: 333 MIDDLEFIELD ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (415) 464-4600 MAIL ADDRESS: STREET 1: 333 MIDDLEFIELD ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 3 1 a3.xml 3 X0203 3 2011-01-25 0 0001365038 DEMAND MEDIA INC. DMD 0001166804 PARKER VICTOR E JR C/O SPECTRUM EQUITY INVESTORS 333 MIDDLEFIELD ROAD, SUITE 200 MENLO PARK CA 94025 1 0 1 0 0001320123 Spectrum Equity Investors V L P C/O SPECTRUM EQUITY INVESTORS 333 MIDDLEFIELD ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001472389 Spectrum Equity Associates V LP C/O SPECTRUM EQUITY INVESTORS 333 MIDDLEFIELD ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001472388 SEA V Management LLC C/O SPECTRUM EQUITY INVESTORS 333 MIDDLEFIELD ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001472390 Spectrum V Investment Managers Fund LP C/O SPECTRUM EQUITY INVESTORS 333 MIDDLEFIELD ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 Series A Preferred Stock 0.00 Common Stock 12470667 I See Footnote Series A Preferred Stock 0.00 Common Stock 62666 I See Footnote Series C Preferred Stock 0.00 Common Stock 2153295 I See Footnote Series C Preferred Stock 0.00 Common Stock 10820 I See Footnote Series D Preferred Stock 0.00 Common Stock 690972 I See Footnote Series D Preferred Stock 0.00 Common Stock 3472 I See Footnote The shares are immediately convertible. The shares do not have an expiration date. The shares are directly held by Spectrum Equity Investors V, L.P. ("SEI V"), the general partner of which is Spectrum Equity Associates V, L.P., the general partner of which is SEA V Management, LLC, over which Brion B. Applegate, William P. Collatos, Kevin J. Maroni, Randy J. Henderson, Michael J. Kennealy, Victor E. Parker, Jr. and Christopher T. Mitchell exercise voting and dispositive power. Each of the controlling entities, individual general partners and managing directors of SEI V, as the case may be, including Mr. Parker who is a managing director of the general partner of the general partner of SEI V, and serves on the Issuer's board of directors, Brion B. Applegate, William P. Collatos, Kevin J. Maroni, Randy J. Henderson, Michael J. Kennealy, Victor E. Parker, Jr. and Christopher T. Mitchell disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein, if any. The shares are directly held by Spectrum V Investment Managers' Fund, L.P. ("IMF V), the general partner of which is SEA V Management, LLC, over which Brion B. Applegate, William P. Collatos, Kevin J. Maroni, Randy J. Henderson, Michael J. Kennealy, Victor E. Parker, Jr. and Christopher T. Mitchell exercise voting and dispositive power. Each of the controlling entities, individual general partners and managing directors of IMF V, as the case may be, including Mr. Parker who is a managing director of the general partner of IMF V, Brion B. Applegate, William P. Collatos, Kevin J. Maroni, Randy J. Henderson, Michael J. Kennealy, Victor E. Parker, Jr. and Christopher T. Mitchell disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein, if any. Exhibit List Exhibit 24 - Power of Attorney for Victor E. Parker /s/ Daniel J. Weinrot By: Daniel J. Weinrot, by power of attorney for Victor E. Parker, Jr. 2011-01-25 /s/ Randy J. Henderson Spectrum Equity Investors V, L.P. By: Spectrum Equity Associates V, L.P., its general partner By: SEA V Management, LLC, its general partner By: Randy J. Henderson, Managing Director 2011-01-25 /s/ Randy J. Henderson Spectrum Equity Associates V, L.P. By: SEA V Management, LLC, its general partner By: Randy J. Henderson, Managing Director 2011-01-25 /s/ Randy J. Henderson SEA V Management, LLC By: Randy J. Henderson, Managing Director 2011-01-25 /s/ Randy J. Henderson Spectrum V Investment Managers' Fund, L.P. By: SEA V Management, LLC, its general partner By: Randy J. Henderson, Managing Director 2011-01-25 EX-24 2 ex-24.htm EX-24

Exhibit 24

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Matthew P. Polesetsky, David T. Ho and Daniel J. Weinrot, signing singly, with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

 

(1)           prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

 

(2)           execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Demand Media, Inc. (the “Company”) and/or 10% holder of the Company’s capital stock, Forms 3, 4, and 5 and any amendments thereto in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

(3)           do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

(4)           take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities E xchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of October, 2010.

 

 

 

Signature:

 

/s/ Victor E. Parker

 

Name:

 

Victor E. Parker

 

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