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* HARMAN FREDERIC W (Last) (First) (Middle) C/O OAK INVESTMENT PARTNERS 525 UNIVERSITY AVENUE, STE 1300 (Street) PALO ALTO CA 94301 (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	12,533,333	$0.00	I	See Footnotes(3)
Series C Preferred Stock	(1)	(2)	Common Stock	1,298,469	$0.00	I	See Footnotes(3)
Series C Preferred Stock	(1)	(2)	Common Stock	5,193,877	$0.00	I	See Footnotes(4)
Series D Preferred Stock	(1)	(2)	Common Stock	833,333	$0.00	I	See Footnotes(3)
Series D Preferred Stock	(1)	(2)	Common Stock	2,500,000	$0.00	I	See Footnotes(4)
Warrant to Purchase Common Stock	(1)	(5)	Common Stock	76,304	$5.9	I	See Footnotes(3)

1. Name and Address of Reporting Person* HARMAN FREDERIC W (Last) (First) (Middle) C/O OAK INVESTMENT PARTNERS 525 UNIVERSITY AVENUE, STE 1300 (Street) PALO ALTO CA 94301 (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* OAK INVESTMENT PARTNERS XII L P (Last) (First) (Middle) C/O OAK INVESTMENT PARTNERS 525 UNIVERSITY AVENUE, STE 1300 (Street) PALO ALTO CA 94301 (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* Oak Investment Partners XI L P (Last) (First) (Middle) C/O OAK INVESTMENT PARTNERS 525 UNIVERSITY AVENUE, STE 1300 (Street) PALO ALTO CA 94301 (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 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.

4. 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.

5. 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).

Remarks:

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	01/25/2011
	/s/ Bandel Carano Oak Investment Partners XII, Limited Partnership, By: Bandel Carano	01/25/2011
	/s/ Bandel Carano Oak Investment Partners XI, Limited Partnership, By: Bandel Carano	01/25/2011
	** Signature of Reporting Person	Date
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