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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Panos E David (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 Marketing 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)

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)	04/03/2018	Common Stock	162,500	$4.4	D
Stock Option (right to buy)	(2)	02/24/2019	Common Stock	10,576	$3.2	D
Stock Option (right to buy)	(3)	03/24/2020	Common Stock	38,940	$7.7	D
Stock Option (right to buy)	(4)	08/02/2020	Common Stock	87,500	$18	D

Explanation of Responses:

1. The shares subject to the option vest according to the following schedule: 1/4 of the shares will vest and come exercisable on the one-year anniversary of the vesting commencement date (March 3, 2008) and 1/48 of the shares will vest and become exercisable monthly thereafter over the next three years.

2. 100% of the shares subject to the option are fully vested and exercisable.

3. The shares subject to the option vest according to the following schedule: with respect to 1/4 of the shares subject to the grant on the first anniversary of the date of grant (March 24, 2010) and with respect to an additional 1/48 of the shares subject to the grant on each monthly anniversary of the date of grant thereafter.

4. 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. Panos' continued employment with the Issuer through such date.

Remarks:

Exhibit 24 - Power of Attorney for David E. Panos

	/s/ Daniel J. Weinrot Daniel J. Weinrot, by power of attorney for David E. Panos	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.