0001104659-14-059016.txt : 20140812 0001104659-14-059016.hdr.sgml : 20140811 20140808215105 ACCESSION NUMBER: 0001104659-14-059016 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: James G Joshua CENTRAL INDEX KEY: 0001504480 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35048 FILM NUMBER: 141028791 MAIL ADDRESS: STREET 1: 4223 VINTAGE CIRCLE CITY: PROVO STATE: UT ZIP: 84604 4 1 a4.xml 4 X0306 4 2014-08-07 0 0001365038 DEMAND MEDIA INC. DMD 0001504480 James G Joshua C/O DEMAND MEDIA, INC., 1655 26TH STREET SANTA MONICA CA 90404 1 0 0 0 Common Stock, $0.0001 par value 2014-08-07 4 D 0 15002 D 7498 D Common Stock, $0.0001 par value 2014-08-07 4 A 0 5286 A 6785 D Common Stock, $0.0001 par value 4545 I See footnote Common Stock, $0.0001 par value 2000 I See footnote Stock Option (right to buy) 7.70 2014-08-07 4 D 0 37500 D 2020-03-03 Common Stock 37500 0 D Stock Option (right to buy) 13.00 2014-08-07 4 A 0 6820 A 2020-03-03 Common Stock 6820 6820 D Stock Option (right to buy) 13.86 2014-08-07 4 D 0 15000 D 2021-06-29 Common Stock 15000 0 D Stock Option (right to buy) 13.00 2014-08-07 4 A 0 1885 A 2021-06-29 Common Stock 1885 1885 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 5,286 unvested RSUs. These securities are directly held by Cocolalla, LLC, of which the reporting person is the managing member. These securities are directly held by The James Family Charitable Remainder Trust dated October 13, 2009, Leeland S. McCullough Trustee (the "Trust"), of which the reporting person and his immediate family members are beneficiaries. The reporting person continues to report beneficial ownership of all securities held by the Trust but disclaims beneficial ownership of the shares held by the Trust except to the extent of his and his immediate family members' 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 Joshua G. James 2014-08-08