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^*

Wolin Benjamin

(Last)

(First)

(Middle)

C/O EVERYDAY HEALTH, INC.,

345 HUDSON STREET, 16TH FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Everyday Health, Inc. [ EVDY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	12/03/2016		U⁽¹⁾		467,077	D	$10.5⁽¹⁾	168,172	D
Common Stock	12/05/2016		X⁽²⁾		233,331	A	$0.0001	401,503	D
Common Stock	12/05/2016		D⁽³⁾		233,331	D	$10.5⁽³⁾	168,172	D
Common Stock	12/05/2016		D⁽⁴⁾		168,172	D	$10.5⁽⁴⁾	0	D

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)
Employee Stock Option (Right to Buy)	$8.865	12/05/2016		D⁽⁵⁾			30,184	⁽⁵⁾	⁽⁵⁾	Common Stock	30,184	$1.635⁽⁵⁾	0	D
Employee Stock Option (Right to Buy	$4.995	12/05/2016		D⁽⁵⁾			66,666	⁽⁵⁾	⁽⁵⁾	Common Stock	66,666	$5.505⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$5.76	12/05/2016		D⁽⁵⁾			130,090	⁽⁵⁾	⁽⁵⁾	Common Stock	130,090	$4.74⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$9.27	12/05/2016		D⁽⁵⁾			133,333	⁽⁵⁾	⁽⁵⁾	Common Stock	133,333	$1.23⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$6.345	12/05/2016		D⁽⁵⁾			133,333	⁽⁵⁾	⁽⁵⁾	Common Stock	133,333	$4.155⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$7.68	12/05/2016		D⁽⁵⁾			164,166	⁽⁵⁾	⁽⁵⁾	Common Stock	164,166	$2.82⁽⁵⁾	0	D
Call Option (Right to Buy)⁽⁶⁾	$0.0001	12/05/2016		X			233,331	⁽⁷⁾	⁽⁸⁾	Common Stock	233,331	$0.00	0	D

Explanation of Responses:

1. Disposed of pursuant to a cash tender offer conducted in accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated October 21, 2016, among the Issuer, Ziff Davis, LLC, a Delaware limited liability company(the "Parent"), Project Echo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser") and j2 Global, Inc. in exchange for cash consideration of $10.50 per share, without interest and less any applicable tax withholding. Pursuant to the Merger Agreement, the Purchaser merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger").

2. Acquired pursuant to the exercise of the Performance Warrant, as described below.

3. Pursuant to the terms of the Merger Agreement, these shares were cancelled and converted into the right to receive cash consideration of $10.50 per share (without interest and less any applicable tax withholding).

4. Pursuant to the terms of the Reporting Person's employment agreement with the Issuer, the vesting of restricted stock units for an aggregate of 168,172 shares was accelerated in connection with the Merger. Pursuant to the terms of the Merger Agreement, these accelerated restricted stock units were cancelled and converted into the right to receive cash consideration of $10.50 per share (without interest and less any applicable tax withholding).

5. Pursuant to the terms of the Merger Agreement, this option was cancelled and converted into the right to receive cash consideration of $10.50 per share subject to such stock option less the exercise price payable per share (without interest and less any applicable tax withholding).

6. Represents a performance warrant (the "Performance Warrant") granted to the Reporting Person and Michael Keriakos, the founders of the Issuer, as reflected in the Performance Warrant Agreement, as amended (the "Performance Warrant Agreement"), by and among the Reporting Person, Mr. Keriakos and certain other stockholders of the Issuer.

7. Pursuant to the Performance Warrant Agreement, and subject to the terms and conditions thereof, beginning on January 1, 2017, the Performance Warrant was to become exercisable, subject to the potential acceleration of exercisability upon the occurrence of a change in control of the Issuer (the "Trigger Date"). Because the Merger constituted a change in control, the Trigger Date occurred on, and the Performance Warrant was exercised effective as of, December 5, 2016.

8. The Performance Warrant was scheduled to expire, if not previously exercised, upon the last day of the year in which the Trigger Date occurred.

Remarks:

	/s/Alan Shapiro, Attorney-in-Fact	12/06/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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