X0202 4 2007-02-15 0001142701 UNITED ONLINE INC UNTD 0001230430 HILLIARD CHARLES 21301 BURBANK BLVD. WOODLAND HILLS CA 91367 0 1 0 0 President & CFO Common Stock 2007-02-15 4 F 0 15660 13.72 D 490234 D Represents 15,660 shares withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units. Includes (i) 125,000 shares directly owned which are subject to repurchase by the Issuer at the purchase price of $.0001 per share if the Reporting Person voluntarily leaves the Issuer prior to January 27, 2008; (ii) 85,000 shares subject to a restricted stock unit award which will vest and become issuable in two equal annual installments on February 15, 2008 and February 15, 2009, subject to the Reporting Person's continued service with the Issuer; and (iii) 100,000 shares subject to a restricted stock unit award which will vest and become issuable in three equal annual installments on February 15, 2008, February 15, 2009 and February 15, 2010, subject to the Reporting Person's continued service with the Issuer. Charles S. Hilliard 2007-02-20