SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* PARKER VICTOR E JR (Last) (First) (Middle) C/O SPECTRUM EQUITY INVESTORS 333 MIDDLEFIELD ROAD, SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/25/2011	3. Issuer Name and Ticker or Trading Symbol DEMAND MEDIA INC. [ DMD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	(2)	Common Stock	12,470,667	$0.00	I	See Footnote(3)
Series A Preferred Stock	(1)	(2)	Common Stock	62,666	$0.00	I	See Footnote(4)
Series C Preferred Stock	(1)	(2)	Common Stock	2,153,295	$0.00	I	See Footnote(3)
Series C Preferred Stock	(1)	(2)	Common Stock	10,820	$0.00	I	See Footnote(4)
Series D Preferred Stock	(1)	(2)	Common Stock	690,972	$0.00	I	See Footnote(3)
Series D Preferred Stock	(1)	(2)	Common Stock	3,472	$0.00	I	See Footnote(4)

1. Name and Address of Reporting Person* PARKER VICTOR E JR (Last) (First) (Middle) C/O SPECTRUM EQUITY INVESTORS 333 MIDDLEFIELD ROAD, SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Spectrum Equity Investors V L P (Last) (First) (Middle) C/O SPECTRUM EQUITY INVESTORS 333 MIDDLEFIELD ROAD, SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Spectrum Equity Associates V LP (Last) (First) (Middle) C/O SPECTRUM EQUITY INVESTORS 333 MIDDLEFIELD ROAD, SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SEA V Management LLC (Last) (First) (Middle) C/O SPECTRUM EQUITY INVESTORS 333 MIDDLEFIELD ROAD, SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Spectrum V Investment Managers Fund LP (Last) (First) (Middle) C/O SPECTRUM EQUITY INVESTORS 333 MIDDLEFIELD ROAD, SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The shares are immediately convertible.

2. The shares do not have an expiration date.

3. 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.

4. 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.

Remarks:

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.	01/25/2011
	/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	01/25/2011
	/s/ Randy J. Henderson Spectrum Equity Associates V, L.P. By: SEA V Management, LLC, its general partner By: Randy J. Henderson, Managing Director	01/25/2011
	/s/ Randy J. Henderson SEA V Management, LLC By: Randy J. Henderson, Managing Director	01/25/2011
	/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	01/25/2011
	** Signature of Reporting Person	Date
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