X0206 3 2016-05-04 0 0001142701 UNITED ONLINE INC UNTD 0001464790 B. Riley Financial, Inc. 21860 BURBANK BOULEVARD, SUITE 300 SOUTH WOODLAND HILLS CA 91367 0 0 1 0 0001642765 BRC Partners Opportunity Fund, LP 11100 SANTA MONICA BOULEVARD, SUITE 800 LOS ANGELES CA 90025 0 0 1 0 0001396092 World Funds Trust 11100 SANTA MONICA BOULEVARD, SUITE 800 LOS ANGELES CA 90025 0 0 1 0 0001658704 B. RILEY CAPITAL MANAGEMENT, LLC 11100 SANTA MONICA BOULEVARD, SUITE 800 LOS ANGELES CA 90025 0 0 1 0 0001337002 B. Riley & Co., LLC 11100 SANTA MONICA BOULEVARD, SUITE 800 LOS ANGELES CA 90025 0 0 1 0 0001207269 RILEY BRYANT R 11100 SANTA MONICA BOULEVARD, SUITE 800 LOS ANGELES CA 90025 0 0 1 0 Common Stock, par value $0.0001 per share 1427228 I See notes Common Stock, par value $0.0001 per share 659283 I See notes Common Stock, par value $0.0001 per share 21203 I See notes Common Stock, par value $0.0001 per share 692794 I See notes Common Stock, par value $0.0001 per share 734434 I See notes Common Stock, par value $0.0001 per share 2750 D This Form 3 is filed jointly by BRC Partners Opportunity Fund, LP ("BPOF"), B. Riley Diversified Equity Fund (the "Mutual Fund"), B. Riley Capital Management, LLC ("BRCM"), B. Riley & Co., LLC ("BRC"), Bryant R. Riley and B. Riley Financial, Inc. ("BRF") (collectively, the "Filing Persons"). Each of the Filing Persons disclaims beneficial ownership of the outstanding shares of Common Stock, par value $0.0001 per share ("United Common Stock"), of United Online, Inc., a Delaware corporation ("United" or the "Issuer"), reported herein except to the extent of his or its pecuniary interest therein. The Filing Persons are filing this Form 3 solely because, as a result of the Voting Agreement, dated as of May 4, 2016 (the "Voting Agreement"), among BRF and the directors of the Issuer who own shares of United Common Stock (collectively, the "United Stockholders"), BRF may be deemed to have beneficial ownership of such shares of United Common Stock beneficially owned by the United Stockholders. The Voting Agreement was entered into in connection with the Agreement and Plan of Merger, dated as of May 4, 2016, by and among BRF, Unify Merger Sub, Inc., a wholly-owned subsidiary of BRF, and the Issuer, pursuant to which Unify Merger Sub, Inc. will merge with and into the Issuer. (Continued from footnote 3) Neither the filing of this statement nor any of its contents shall be deemed to constitute an admission by any Filing Person that it is the beneficial owner of any United Common Stock owned by the United Stockholders referred to herein for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended (the "Act"). The Filing Persons have no pecuniary interest in such United Common Stock owned by the United Stockholders. Each Filing Person, pursuant to Rule 16a-1(a)(4) promulgated under the Act, hereby expressly disclaims that it is the beneficial owner of such United Common Stock owned by the United Stockholders. Includes 1,427,228 shares held directly by BPOF, the Mutual Fund, BRCM and BRC. Represents 659,283 shares of United Common Stock owned directly by BPOF. BRCM serves as the investment manager and general partner of BPOF, and as the investment advisor to the Mutual Fund and of certain separately managed accounts (the "Separately Managed Accounts"). BRF is the parent company of BRCM and BRC. By virtue of these relationships, each of BRCM and BRF may be deemed to beneficially own the shares of United Common Stock owned directly by BPOF and the Mutual Fund and held in the Separately Managed Accounts, and BRF may also be deemed to beneficially own the Shares owned directly by BRC. Represents 21,203 shares of United Common Stock owned directly by the Mutual Fund. Represents 692,794 shares of United Common Stock owned directly by BRCM. Represents 734,434 shares of United Common Stock owned directly by BRC. Represents 2,750 shares of United Common Stock owned directly by Bryant R. Riley. /s/ Bryant R. Riley, Chief Executive Officer of B. Riley Capital Management, LLC, General Partner of BRC PARTNERS OPPORTUNITY FUND, LP 2016-05-16 /s/ Bryant R. Riley, Chief Executive Officer of B. Riley Capital Management, LLC, Investment Advisor of B. RILEY DIVERSIFIED EQUITY FUND 2016-05-16 /s/ Bryant R. Riley, Chief Executive Officer of B. RILEY CAPITAL MANAGEMENT, LLC 2016-05-16 /s/ Bryant R. Riley, Chairman of B. RILEY & CO., LLC 2016-05-16 /s/ Bryant R. Riley 2016-05-16 /s/ Bryant R. Riley, Chief Executive Officer of B. RILEY FINANCIAL, INC. 2016-05-16