Sec Form 4 Filing - Revolution WF Holdings LLC @ Everyday Health, Inc. - 2014-11-17

Insider filing report for Changes in Beneficial Ownership
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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
Revolution WF Holdings LLC
2. Issuer Name and Ticker or Trading Symbol
Everyday Health, Inc. [ EVDY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1717 RHODE ISLAND AVENUE, NW, 10TH FL.,
3. Date of Earliest Transaction (MM/DD/YY)
11/17/2014
(Street)
WASHINGTON, DC20036
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 11/17/2014 S 168,533 D $ 13.47 ( 1 ) 4,354,385 I See Footnote ( 2 )
Common Stock 11/18/2014 S 60,267 D $ 13.21 ( 3 ) 4,294,118 I See Footnote ( 2 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Revolution WF Holdings LLC
1717 RHODE ISLAND AVENUE, NW, 10TH FL.
WASHINGTON, DC20036
X
CASE STEPHEN M
C/O REVOLUTION WF HOLDINGS LLC
1717 RHODE ISLAND AVENUE, 10TH FLOOR
WASHINGTON, DC20036
X
Revolution LLC
C/O REVOLUTION WF HOLDINGS LLC
1717 RHODE ISLAND AVENUE NW, 10TH FLOOR
WASHINGTON, DC20036
X
REVOLUTION MANAGEMENT CO LLC
C/O REVOLUTION WF HOLDINGS LLC
1717 RHODE ISLAND AVENUE NW, 10TH FLOOR
WASHINGTON, DC20036
X
Stephen M Case Revocable Trust
C/O REVOLUTION WF HOLDINGS LLC
1717 RHODE ISLAND AVENUE NW, 10TH FLOOR
WASHINGTON, DC20036
X
Signatures
/s/Darren DeStefano, Attorney-in-Fact 11/19/2014
Signature of Reporting Person Date
Darren DeStefano, Attorney-in-Fact 11/19/2014
Signature of Reporting Person Date
Darren DeStefano, Attorney-in-Fact 11/19/2014
Signature of Reporting Person Date
Darren DeStefano, Attorney-in-Fact 11/19/2014
Signature of Reporting Person Date
Darren DeStefano, Attorney-in-Fact 11/19/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in several transactions at prices ranging from $13.375 - $13.67, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (1) to this Form 4.
( 2 )Revolution WF Holdings LLC ("Revolution WF") is the holder of the Issuer's securities. Revolution Management Company LLC ("Management") owns a majority in interest of Revolution WF. Revolution LLC wholly-owns Management and The Stephen M. Case Revocable Trust (the "Trust") owns a majority in interest of Revolution LLC. Stephen M. Case is the sole Trustee of the Trust and may be deemed to have the power to vote and dispose of the shares held by Revolution WF. Each of the reporting persons disclaims beneficial ownership of the shares owned by Revolution WF except to the extent of his or its respective pecuniary interest therein.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in several transactions at prices ranging from $13.10 - $13.515, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (3) to this Form 4.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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