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^*

Colo J Shawn

(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)
	Executive VP and Head of M&A

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	1,102,500	D
Common Stock, $0.0001 par value	140,762	I	See Footnote⁽¹⁾
Common Stock, $0.0001 par value	33,475	I	See Footnote⁽²⁾
Common Stock, $0.0001 par value	140,762	I	See Footnote⁽³⁾

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)	⁽⁴⁾	02/24/2019	Common Stock	11,845	$3.2	D
Stock Option (right to buy)	⁽⁵⁾	06/08/2019	Common Stock	125,000	$9.5	D
Stock Option (right to buy)	⁽⁶⁾	08/02/2020	Common Stock	50,000	$18	D

Explanation of Responses:

1. These securities are directly held by the Shawn J. Colo Grantor Retained Annuity Trust, dated 9/12/08, for which Mr. Colo is the trustee. Mr. Colo 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 Colo and O'Neil Revocable Trust, dated 9/12/08, for which Mr. Colo is the trustee. Mr. Colo disclaims any beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.

3. These securities are directly held by the Deidre A. O'Neil Grantor Retained Annuity Trust, dated 9/12/08, for which Mr. Colo is the trustee. Mr. Colo disclaims any beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.

4. 100% of the shares subject to the option are fully vested and exercisable.

5. 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.

6. The shares subject to the option shall 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. Colo's continued employment with the Issuer through such date.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney for Shawn J. Colo

	/s/ Daniel J. Weinrot Daniel J. Weinrot, by power of attorney for Shawn J. Colo	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.