0001104659-14-059012.txt : 20140812 0001104659-14-059012.hdr.sgml : 20140811 20140808215051 ACCESSION NUMBER: 0001104659-14-059012 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140807 FILED AS OF DATE: 20140808 DATE AS OF CHANGE: 20140808 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: 1655 26TH STREET CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: (310) 394-6400 MAIL ADDRESS: STREET 1: 1655 26TH STREET CITY: SANTA MONICA STATE: CA ZIP: 90404 FORMER COMPANY: FORMER CONFORMED NAME: Demand Media Inc DATE OF NAME CHANGE: 20060605 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Colo J Shawn CENTRAL INDEX KEY: 0001504474 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35048 FILM NUMBER: 141028787 MAIL ADDRESS: STREET 1: C/O DEMAND MEDIA, INC. STREET 2: 1299 OCEAN AVENUE, SUITE 500 CITY: SANTA MONICA STATE: CA ZIP: 90401 4 1 a4.xml 4 X0306 4 2014-08-07 0 0001365038 DEMAND MEDIA INC. DMD 0001504474 Colo J Shawn C/O DEMAND MEDIA, INC., 1655 26TH STREET SANTA MONICA CA 90404 0 1 0 0 Interim President and CEO Common Stock, $0.0001 par value 2014-08-07 4 D 0 77750 D 0 D Common Stock, $0.0001 par value 2014-08-07 4 A 0 15807 A 15807 D Common Stock, $0.0001 par value 10000 I See Footnote Common Stock, $0.0001 par value 157254 I See Footnote Common Stock, $0.0001 par value 10000 I See Footnote Stock Option (right to buy) 3.20 2014-08-07 4 D 0 11845 D 2019-02-24 Common Stock 11845 0 D Stock Option (right to buy) 6.38 2014-08-07 4 A 0 2408 A 2019-02-24 Common Stock 2408 2408 D Stock Option (right to buy) 9.50 2014-08-07 4 D 0 125000 D 2019-06-09 Common Stock 125000 0 D Stock Option (right to buy) 13.00 2014-08-07 4 A 0 18902 A 2019-06-09 Common Stock 18902 18902 D Stock Option (right to buy) 18.00 2014-08-07 4 D 0 50000 D 2020-08-03 Common Stock 50000 0 D Stock Option (right to buy) 13.00 2014-08-07 4 A 0 4740 A 2020-08-03 Common Stock 4740 4740 D Represents the adjustment of an outstanding restricted stock unit ("RSU") award, resulting in the deemed cancellation of the "old" RSUs and the grant of replacement RSUs, in a transaction exempt from Section 16(b) pursuant to Rule 16b-3. The adjustment was made pursuant to Article III of the Employee Matters Agreement between Demand Media, Inc. (the "Issuer") and Rightside Group, Ltd., dated as of August 1, 2014, and included as Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2014 (the "Employee Matters Agreement"). Each RSU represents the right to receive one share of DMD Common Stock, par value $0.0001 per share, for each RSU upon vesting. The number of securities does not reflect the one-for-five (1:5) reverse stock split of the Issuer's common stock effective August 1, 2014 (the "Reverse Stock Split") or, if applicable, adjustments pursuant to the Employee Matters Agreement. The number of securities reflects the Reverse Stock Split and, if applicable, adjustments pursuant to the Employee Matters Agreement. Includes 15,807 unvested RSUs. These securities are directly held by the Shawn J. Colo Grantor Retained Annuity Trust, dated September 12, 2008, for which Mr. Colo is the trustee. Mr. Colo disclaims any beneficial ownership of these shares except to the extent of his pecuniary interest therein. These securities are directly held by the Colo and O'Neil Revocable Trust, dated September 12, 2008, for which Mr. Colo is the trustee. These securities are directly held by the Deidre A. O'Neil Grantor Retained Annuity Trust, dated September 12, 2008, for which Mr. Colo is the trustee. Mr. Colo disclaims any beneficial ownership of these shares except to the extent of his pecuniary interest therein. The exercise price of the derivative security does not reflect the adjustments pursuant to the Employee Matters Agreement, including adjustments to reflect the Reverse Stock Split. Represents the adjustment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option, in a transaction exempt from Section 16(b) pursuant to Rule 16b-3. The adjustment was made pursuant to Article III of the Employee Matters Agreement. 100% of the shares subject to the option are fully vested and exercisable. The exercise price of the derivate security reflects the adjustments pursuant to the Employee Matters Agreement, including adjustments to reflect the Reverse Stock Split. /s/ Daniel J. Weinrot, By: Daniel J. Weinrot as Attorney-in-Fact for Shawn J. Colo 2014-08-08