SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DEMAND MEDIA INC. [ DMD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2011

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.0001 par value	01/31/2011		C		12,470,667	A	⁽¹⁾	12,470,667	I	See Footnote⁽⁴⁾
Common Stock, $0.0001 par value	01/31/2011		C		62,666	A	⁽¹⁾	62,666	I	See Footnote⁽⁵⁾
Common Stock, $0.0001 par value	01/31/2011		C		2,153,295	A	⁽²⁾	14,623,962	I	See Footnote⁽⁴⁾
Common Stock, $0.0001 par value	01/31/2011		C		10,820	A	⁽²⁾	73,486	I	See Footnote⁽⁵⁾
Common Stock, $0.0001 par value	01/31/2011		C		690,972	A	⁽³⁾	15,314,934	I	See Footnote⁽⁴⁾
Common Stock, $0.0001 par value	01/31/2011		C		3,472	A	⁽³⁾	76,958	I	See Footnote⁽⁵⁾
Common Stock, $0.0001 par value	01/31/2011		S		1,116,909	D	$17	14,198,025	I	See Footnote⁽⁴⁾
Common Stock, $0.0001 par value	01/31/2011		S		5,613	D	$17	71,345	I	See Footnote⁽⁵⁾
Common Stock, $0.0001 par value	01/31/2011		S		414,583	D	$17	13,783,442	I	See Footnote⁽⁴⁾
Common Stock, $0.0001 par value	01/31/2011		S		2,083	D	$17	69,262	I	See Footnote⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	01/31/2011		C			24,941,334	⁽¹⁾	⁽⁶⁾	Common Stock	12,470,667	$0	0	I	See Footnote⁽⁴⁾
Series A Preferred Stock	⁽¹⁾	01/31/2011		C			125,332	⁽¹⁾	⁽⁶⁾	Common Stock	62,666	$0	0	I	See Footnote⁽⁵⁾
Series C Preferred Stock	⁽²⁾	01/31/2011		C			4,306,590	⁽²⁾	⁽⁶⁾	Common Stock	2,153,295	$0	0	I	See Footnote⁽⁴⁾
Series C Preferred Stock	⁽²⁾	01/31/2011		C			21,640	⁽²⁾	⁽⁶⁾	Common Stock	10,820	$0	0	I	See Footnote⁽⁵⁾
Series D Preferred Stock	⁽³⁾	01/31/2011		C			1,381,944	⁽³⁾	⁽⁶⁾	Common Stock	690,972	$0	0	I	See Footnote⁽⁴⁾
Series D Preferred Stock	⁽³⁾	01/31/2011		C			6,944	⁽³⁾	⁽⁶⁾	Common Stock	3,472	$0	0	I	See Footnote⁽⁵⁾

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

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

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

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

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

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. Each share of Series A Preferred Stock automatically converted into Common Stock on a 2-for-1 basis upon the closing of the Issuer's initial public offering.

2. Each share of Series C Preferred Stock automatically converted into Common Stock on a 2-for-1 basis upon the closing of the Issuer's initial public offering.

3. Each share of Series D Preferred Stock automatically converted into Common Stock on a 2-for-1 basis upon the closing of the Issuer's initial public offering.

4. 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 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 and Christopher T. Mitchell disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein, if any.

5. 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 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 and Christopher T. Mitchell disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein, if any.

6. The shares do not have an expiration date.

	/s/ Daniel J. Weinrot By: Daniel J. Weinrot, by power of attorney for Victor E. Parker	02/02/2011
	/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	02/02/2011
	/s/ Randy J. Henderson Spectrum Equity Associates V, L.P. By: SEA V Management, LLC, its general partner By: Randy J. Henderson, Managing Director	02/02/2011
	/s/ Randy J. Henderson SEA V Management, LLC By: Randy J. Henderson, Managing Director	02/02/2011
	/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	02/02/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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