Sec Form 4 Filing - TARAGAN ROBERT J @ UNITED ONLINE INC - 2013-11-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person TARAGAN ROBERT J 2. Issuer Name and Ticker or Trading Symbol UNITED ONLINE INC [ UNTD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, Communications (Last) (First) (Middle) 21301 BURBANK BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 11/12/2013 (Street) WOODLAND HILLS, CA91367 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/12/2013 M 2,033 ( 1 ) A $ 13.47 ( 1 ) 66,074 ( 1 ) ( 2 ) ( 3 ) D Common Stock 11/12/2013 S 2,033 D $ 19.012 ( 4 ) 64,041 ( 1 ) ( 2 ) ( 3 ) D Common Stock 11/12/2013 M 23,680 ( 1 ) A $ 13.47 ( 1 ) 87,721 ( 1 ) ( 2 ) ( 3 ) D Common Stock 11/12/2013 S 23,680 D $ 18.872 ( 5 ) 64,041 ( 1 ) ( 2 ) ( 3 ) D Common Stock 31,860 ( 6 ) I Robert J. Taragan and Fay K. Taragan TTEE 2003 Taragan Family Trust U/A 6/3/2003

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 13.47 ( 1 ) 11/12/2013 M 2,033 ( 1 ) ( 7 ) 02/14/2021 Common Stock 2,033 ( 1 ) $ 0 58,594 ( 1 ) D Stock Option (Right to Buy) $ 13.47 ( 1 ) 11/12/2013 M 23,680 ( 1 ) ( 7 ) 02/14/2021 Common Stock 23,680 ( 1 ) $ 0 34,914 ( 1 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TARAGAN ROBERT J 21301 BURBANK BLVD. WOODLAND HILLS, CA91367 President, Communications Signatures /s/ Robert J. Taragan 11/14/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person's outstanding restricted stock unit awards and options to purchase Issuer common stock have been adjusted in connection with the 1-for-7 reverse stock split of Issuer common stock that was effected at 11:59 p.m. (Eastern Daylight Time) on October 31, 2013 ("Reverse Stock Split"), and in connection with the separation of FTD Companies, Inc. ("FTD") from the Issuer that was effected on November 1, 2013 in order to preserve the value of the Issuer securities as contemplated in the Employee Matters Agreement that was entered into by Issuer and FTD in connection with the separation of FTD from Issuer. The Reporting Person's outstanding shares of common stock have also been adjusted in connection with the Reverse Stock Split. ( 2 )Includes 20,948 shares subject to a restricted stock unit award granted on February 29, 2012 that will be issued as those units vest. ( 3 )Includes 39,278 shares subject to a restricted stock unit award granted on March 6, 2013 that will be issued as those units vest. ( 4 )Represents the weighted average sale price per share. The actual sales prices ranged from a low of $19.00 to a high of $19.02. The Reporting Person will provide upon request by the Securities and Exchange Commission, the Issuer or any security holder of the Issuer full information regarding the number of shares sold at each separate price. ( 5 )Represents the weighted average sale price per share. The actual sales prices ranged from a low of $18.85 to a high of $18.92. The Reporting Person will provide upon request by the Securities and Exchange Commission, the Issuer or any security holder of the Issuer full information regarding the number of shares sold at each separate price. ( 6 )The Reporting Person's outstanding shares of common stock have been adjusted in connection with the Reverse Stock Split. ( 7 )The option shall vest and become exercisable as follows: one-third vested on February 15, 2012, an additional one-third vested on February 15, 2013, and the remaining one-third shall vest upon the Reporting Person's continuation in service through February 15, 2014.

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 4(b)(v).

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