-----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, AuyvH4eEBQXwP5jED/JuXSHb+lmOlsc7hqOLE/CQvgmopYkVyXC3m5yA0cV8v8UV OQ9jo5LsNHCPsA7jWfvXBw== 0001104659-11-002949.txt : 20110125 0001104659-11-002949.hdr.sgml : 20110125 20110125213128 ACCESSION NUMBER: 0001104659-11-002949 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: Hilliard S Charles CENTRAL INDEX KEY: 0001504473 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35048 FILM NUMBER: 11547773 MAIL ADDRESS: STREET 1: C/O DEMAND MEDIA, INC. STREET 2: 1299 OCEAN AVENUE, SUITE 500 CITY: SANTA MONICA STATE: CA ZIP: 90401 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 a3.xml 3 X0203 3 2011-01-25 0 0001365038 DEMAND MEDIA INC. DMD 0001504473 Hilliard S Charles C/O DEMAND MEDIA, INC. 1299 OCEAN AVENUE, SUITE 500 SANTA MONICA CA 90401 0 1 0 0 President & CFO Common Stock, $0.0001 par value 912500 D Stock Option (right to buy) 2.00 Common Stock 375000 D Stock Option (right to buy) 3.20 2019-02-24 Common Stock 13061 D Stock Option (right to buy) 9.50 2019-06-08 Common Stock 400000 D Stock Option (right to buy) 18.00 2020-08-02 Common Stock 250000 D The shares subject to the option vest following the consummation of an initial public offering if the average daily closing price of the Issuer's common stock equals or exceeds $20 during any 30 calendar-day period prior to the later of the 13-month anniversary of the Issuer's initial public offering and June 1, 2013, so long as Mr. Hilliard remains an employee of the Issuer through such vesting date. The expiration date is the later to occur of June 1, 2013, the 13-month anniversary of the consummation of a "liquidity event" (as defined in the option agreement) or the 13-month anniversary of the closing of the Issuer's initial public offering. 100% of the shares subject to the option are fully vested and exercisable. The shares subject to the option vest in 48 equal installments on each monthly anniversary of the vesting commencement date (April 1, 2009) over the four year vesting period. The shares subject to the option vest and become exercisable in substantially equal installments on each monthly anniversary of the closing of the Issuer's initial public offering (the "Effective Date") occurring over the four year period immediately following the Effective Date, subject to Mr. Hilliard's continued employment with the Issuer through such date. Exhibit List Exhibit 24 - Power of Attorney for Charles S. Hilliard /s/ Daniel J. Weinrot By: Daniel J. Weinrot, by power of attorney for Charles S. Hilliard 2011-01-25 EX-24 2 ex-24.htm EX-24

Exhibit 24

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Matthew P. Polesetsky, David T. Ho and Daniel J. Weinrot, signing singly, with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

 

(1)           prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

 

(2)           execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Demand Media, Inc. (the “Company”) and/or 10% holder of the Company’s capital stock, Forms 3, 4, and 5 and any amendments thereto in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

(3)           do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

(4)           take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities E xchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of October, 2010.

 

 

 

Signature:

/s/ Charles S. Hilliard

 

Name:

Charles S. Hilliard

 

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