SEC FORM 3

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^*

Blend L Michael

(Last)

(First)

(Middle)

C/O DEMAND MEDIA, INC.

1299 OCEAN AVENUE, SUITE 500

(Street)

SANTA MONICA

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)
	EVP, Registrar Services

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	738,137	I	See Footnote⁽¹⁾
Common Stock, $0.0001 par value	50,000	I	See Footnote⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)	⁽³⁾	⁽⁴⁾	Common Stock	250,000	$4.7	D
Stock Option (right to buy)	⁽⁵⁾	02/24/2019	Common Stock	7,051	$3.2	D
Stock Option (right to buy)	⁽⁶⁾	06/08/2019	Common Stock	75,000	$9.5	D

Explanation of Responses:

1. These securities are directly held by the Michael Louis Blend Revocable Trust and indirectly held by Michael L. Blend as trustee for the Michael Louis Blend Revocable Trust. Mr. Blend disclaims any beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.

2. These securities are directly held by the Dante Jacob Oakes Blend Trust of 2009 and indirectly held by Michael L. Blend as trustee for the Dante Jacob Oakes Blend Trust of 2009. Mr. Blend disclaims any beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.

3. 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. Blend remains an employee of the Issuer through such vesting date.

4. 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.

5. 100% of the shares subject to the option are fully vested and exercisable.

6. 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.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney for Michael L. Blend

	/s/ Daniel J. Weinrot By: Daniel J. Weinrot, by power of attorney for Michael L. Blend	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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