SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Bradford K Joanne (Last) (First) (Middle) C/O DEMAND MEDIA, INC. 1299 OCEAN AVENUE, SUITE 500 (Street) SANTA MONICA CA 90401 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/25/2011	3. Issuer Name and Ticker or Trading Symbol DEMAND MEDIA INC. [ DMD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Revenue Officer	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.0001 par value	200,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(1)	03/26/2020	Common Stock	200,000	$7.7	D
Stock Option (right to buy)	(2)	08/02/2020	Common Stock	100,000	$18	D

Explanation of Responses:

1. 50,000 shares subject to this option vest and become exercisable on the vesting commencement date (March 26, 2010). The remainder of the shares subject to this option vest and become exercisable as follows: with respect to 37,500 of the shares subject to the grant on the first anniversary of the vesting commencement date and with respect to an additional 3,125 of the shares each month thereafter.

2. 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 Ms. Bradford's continued employment with the Issuer through such date.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney for Joanne K. Bradford

	/s/ Daniel J. Weinrot Daniel J. Weinrot, by power of attorney for Joanne K. Bradford	01/25/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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