-----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, MmJ1oAo41j+5xcJy0/gGpRyj3k/RyKkdEDnQyyemJXPx8HMlcIJJhDhwXZBopHQs V5+egulB907P2eVju6KkXg== 0000769993-11-000052.txt : 20110125 0000769993-11-000052.hdr.sgml : 20110125 20110125213519 ACCESSION NUMBER: 0000769993-11-000052 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: Bhandari Gaurav CENTRAL INDEX KEY: 0001504392 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35048 FILM NUMBER: 11547784 MAIL ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 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 3 1 dmd320101102gb_ex.xml X0203 3 2011-01-25 0 0001365038 DEMAND MEDIA INC. DMD 0001504392 Bhandari Gaurav C/O GOLDMAN, SACHS & CO. 200 WEST STREET NEW YORK NY 10282 1 0 0 0 Series D Preferred Stock Common Stock 5833333 I See footnotes The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any. Goldman Sachs Investment Partners Master Fund, L.P. beneficially owns directly and its investment manager GS Investment Strategies, LLC ("GSIS") may be deemed to beneficially own indirectly 5,833,333 shares of Convertible Series D Preferred Stock, par value $0.0001 per share (the "Series D Preferred Stock"), of Demand Media, Inc. GSIS is a wholly-owned subsidiary of GS Group. The shares of Series D Preferred Stock are immediately convertible into 5,833,333 shares of common stock, par value $0.0001 per share, and do not have an expiration date. /s/ Yvette Kosic, Attorney-in-fact 2011-01-25 EX-24 2 gauravbhandaripoa.txt POWER OF ATTORNEY The undersigned does hereby appoint Anthony DeRose, Yvette Kosic and Kevin P. Treanor (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), his true and lawful attorneys, and each one of them his true and lawful attorney, with power to act without the other, and with full power of substitution and resubstitution, to execute for his and in his name any and all filings required to be made by him under the Securities Exchange Act of 1934 (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by him under the Act, and any and all instruments necessary or incidental therewith, hereby granting unto said attorneys and each of them full power and authority to do and perform in the name and on behalf of the undersigned, and in any and all capacities, every act and thing whatsoever required or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and approving the act of said attorneys and each of them. This Power of Attorney shall not be affected by the subsequent disability or incompetence of the principal. This Power of Attorney shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. This Power of Attorney does not revoke any existing Powers of Attorney executed by the undersigned. This Power of Attorney recites the text provided in Section 5-1513 of the General Obligations Law of the State of New York in the form attached hereto as Annex 1 (the "Cautionary Language"). For the avoidance of doubt, the undersigned understands and agrees, and affirms that it is his intent, that if any provision contained in the Cautionary Language shall be inconsistent with any provision contained in this Limited Power of Attorney, the provision contained in this Limited Power of Attorney shall prevail to the fullest extent permitted by law. Nothing in this Limited Power of Attorney shall be construed as an admission or acknowledgment of the undersigned that this Limited Power of Attorney is subject to the requirements of Section 5-1501B of the General Obligations Law of the State of New York. In witness thereof the undersigned hereunto signed his name this 26th day of October, 2010. /s/ Gaurav Bhandari Gaurav Bhandari STATE OF: New York COUNTY OF: New York On the 26th day of October, 2010 before me personally came to me known and known to me to be the individual described in, and who executed the foregoing instrument, and such individual acknowledged to me that he executed the same. /s/ Jean Del Re Notary Public My term expires: 12/01/12 ACKNOWLEDGMENT OF APPOINTMENT OF ATTORNEYS-IN-FACT Dated: October 27, 2010 /s/ Anthony DeRose Anthony DeRose, Attorney-in-fact /s/ Yvette Kosic Yvette Kosic, Attorney-in-fact /s/ Kevin P. Treanor Kevin P. Treanor, Attorney-in-fact STATE OF: New Jersey On the 27th day of October, 2010 before me personally came to me known and known to me to be the individuals described in, and who executed the foregoing instrument, and such individuals acknowledged to me that they executed the same. /s/ Bridget Donovan Notary Public My term expires: 11-20-2014 ANNEX 1 CAUTIONARY LANGUAGE CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the "principal," you give the person whom you choose (your "agent") authority to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar authority. When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest. "Important Information for the Agent" at the end of this document describes your agent's responsibilities. Your agent can act on your behalf only after signing the Power of Attorney before a notary public. You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located. You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly. Your agent cannot make health care decisions for you. You may execute a "Health Care Proxy" to do this. The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us. If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you. IMPORTANT INFORMATION FOR THE AGENT: When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must: (1) act according to any instructions from the principal, or, where there are no instructions, in the principal's best interest; (2) avoid conflicts that would impair your ability to act in the principal's best interest; (3) keep the principal's property separate and distinct from any assets you own or control, unless otherwise permitted by law; (4) keep a record or all receipts, payments, and transactions conducted for the principal; and (5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal's name and signing your own name as "agent" in either of the following manner: (Principal's Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal's Name). You may not use the principal's assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal's best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal's guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice. Liability of agent: The meaning of the authority given to you is defined in New York's General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation. -----END PRIVACY-ENHANCED MESSAGE-----