-----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, I/d4cXwJAZvfy1k+6shNgg3xpNuMsWkzW7V8ywlgUrkBkVZzwVcUA2E0W/lGaztC AnYgyz+KiiCjOMQYRRHgaw== 0001104659-11-002955.txt : 20110125 0001104659-11-002955.hdr.sgml : 20110125 20110125213549 ACCESSION NUMBER: 0001104659-11-002955 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110125 FILED AS OF DATE: 20110125 DATE AS OF CHANGE: 20110125 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARMAN FREDERIC W CENTRAL INDEX KEY: 0001183748 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35048 FILM NUMBER: 11547788 MAIL ADDRESS: STREET 1: 525 UNIVERSITY AVENUE STREET 2: SUITE 1300 CITY: PALO ALTO STATE: CA ZIP: 94301 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: Oak Investment Partners XI L P CENTRAL INDEX KEY: 0001299239 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35048 FILM NUMBER: 11547786 BUSINESS ADDRESS: STREET 1: 1 GORHAM ISLAND CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 204-226-8346 MAIL ADDRESS: STREET 1: 1 GORHAM ISLAND CITY: WESTPORT STATE: CT ZIP: 06880 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAK INVESTMENT PARTNERS XII L P CENTRAL INDEX KEY: 0001365607 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35048 FILM NUMBER: 11547787 BUSINESS ADDRESS: STREET 1: ONE GORHAK ISLAND CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 203-226-8346 MAIL ADDRESS: STREET 1: ONE GORHAK ISLAND CITY: WESTPORT STATE: CT ZIP: 06880 3 1 a3.xml 3 X0203 3 2011-01-25 0 0001365038 DEMAND MEDIA INC. DMD 0001183748 HARMAN FREDERIC W C/O OAK INVESTMENT PARTNERS 525 UNIVERSITY AVENUE, STE 1300 PALO ALTO CA 94301 1 0 1 0 0001365607 OAK INVESTMENT PARTNERS XII L P C/O OAK INVESTMENT PARTNERS 525 UNIVERSITY AVENUE, STE 1300 PALO ALTO CA 94301 0 0 1 0 0001299239 Oak Investment Partners XI L P C/O OAK INVESTMENT PARTNERS 525 UNIVERSITY AVENUE, STE 1300 PALO ALTO CA 94301 0 0 1 0 Series A Preferred Stock 0.00 Common Stock 12533333 I See Footnotes Series C Preferred Stock 0.00 Common Stock 1298469 I See Footnotes Series C Preferred Stock 0.00 Common Stock 5193877 I See Footnotes Series D Preferred Stock 0.00 Common Stock 833333 I See Footnotes Series D Preferred Stock 0.00 Common Stock 2500000 I See Footnotes Warrant to Purchase Common Stock 5.90 Common Stock 76304 I See Footnotes The shares are immediately convertible. The shares do not have an expiration date. The shares are directly held by Oak Investment Partners XI, Limited Partnership. Mr. Harman, one of the Issuer's directors, is a Managing Member of Oak Associates XI, LLC, the General Partner of Oak Investment Partners XI, Limited Partnership. Mr. Harman has shared power to vote and dispose of the shares held by Oak Investment Partners XI, L.P. The names of the parties who share power to vote and dispose of the shares held by Oak Investment Partners XI, L.P. with Mr. Harman are Bandel L. Carano, Ann H. Lamont, Edward F. Glassmeyer and Gerald R. Gallagher, all of whom are Managing Members of Oak Associates XI, LLC, the General Partner of Oak Investment Partners XI, L.P. Mr. Harman and each of the other above listed individuals disclaims beneficial ownership of the shares held by such partnerships, except to the extent of their individual pecuniary interest therein, if any. The shares are directly held by Oak Investment Partners XII, Limited Partnership. Mr. Harman is a Managing Member of Oak Associates XII, LLC, the General Partner of Oak Investment Partners XII, Limited Partnership. Mr. Harman has shared power to vote and dispose of the shares held by Oak Investment Partners XII, L.P. The names of the parties who share power to vote and dispose of the shares held by Oak Investment Partners XII, L.P. with Mr. Harman are Bandel L. Carano, Ann H. Lamont, Edward F. Glassmeyer, Gerald R. Gallagher, Grace A. Ames, Iftikar A. Ahmed and Warren B. Riley, all of whom are Managing Members of Oak Associates XII, LLC, the General Partner of Oak Investment Partners XII, L.P. Mr. Harman and each of the other above listed individuals disclaims beneficial ownership of the shares held by such partnerships, except to the extent of their individual pecuniary interest therein, if any. The warrant terminates upon the earliest of August 18, 2011, the closing date of our initial public offering or the closing of a change of control (as defined therein). Exhibit List Exhibit 24 - Power of Attorney for Fredric W. Harman /s/ Daniel J. Weinrot By: Daniel J. Weinrot, by power of attorney for Fredric W. Harman 2011-01-25 /s/ Bandel Carano Oak Investment Partners XII, Limited Partnership, By: Bandel Carano 2011-01-25 /s/ Bandel Carano Oak Investment Partners XI, Limited Partnership, By: Bandel Carano 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 7th day of October, 2010.

 

 

 

Signature:

/s/ Fredric W. Harman

 

Name:

Fredric W. Harman

 

 

 -----END PRIVACY-ENHANCED MESSAGE-----