Sec Form 4 Filing - Wolin Benjamin @ Everyday Health, Inc. - 2016-12-03

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 Wolin Benjamin 2. Issuer Name and Ticker or Trading Symbol Everyday Health, Inc. [ EVDY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) C/O EVERYDAY HEALTH, INC.,, 345 HUDSON STREET, 16TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/03/2016 (Street) NEW YORK, NY10014 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 12/03/2016 U( 1 ) 467,077 D $ 10.5 ( 1 ) 168,172 D Common Stock 12/05/2016 X( 2 ) 233,331 A $ 0.0001 401,503 D Common Stock 12/05/2016 D( 3 ) 233,331 D $ 10.5 ( 3 ) 168,172 D Common Stock 12/05/2016 D( 4 ) 168,172 D $ 10.5 ( 4 ) 0 D

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 Repo rted 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 Employee Stock Option (Right to Buy) $ 8.865 12/05/2016 D( 5 ) 30,184 ( 5 ) ( 5 ) Common Stock 30,184 $ 1.635 ( 5 ) 0 D Employee Stock Option (Right to Buy $ 4.995 12/05/2016 D( 5 ) 66,666 ( 5 ) ( 5 ) Common Stock 66,666 $ 5.505 ( 5 ) 0 D Employee Stock Option (Right to Buy) $ 5.76 12/05/2016 D( 5 ) 130,090 ( 5 ) ( 5 ) Common Stock 130,090 $ 4.74 ( 5 ) 0 D Employee Stock Option (Right to Buy) $ 9.27 12/05/2016 D( 5 ) 133,333 ( 5 ) ( 5 ) Common Stock 133,333 $ 1.23 ( 5 ) 0 D Employee Stock Option (Right to Buy) $ 6.345 12/05/2016 D( 5 ) 133,333 ( 5 ) ( 5 ) Common Stock 133,333 $ 4.155 ( 5 ) 0 D Employee Stock Option (Right to Buy) $ 7.68 12/05/2016 D( 5 ) 164,166 ( 5 ) ( 5 ) Common Stock 164,166 $ 2.82 ( 5 ) 0 D Call Option (Right to Buy) ( 6 ) $ 0.0001 12/05/2016 X 233,331 ( 7 ) ( 8 ) Common Stock 233,331 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wolin Benjamin C/O EVERYDAY HEALTH, INC., 345 HUDSON STREET, 16TH FLOOR NEW YORK, NY10014 X CEO Signatures /s/Alan Shapiro, Attorney-in-Fact 12/06/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to a cash tender offer conducted in accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated October 21, 2016, among the Issuer, Ziff Davis, LLC, a Delaware limited liability company(the "Parent"), Project Echo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser") and j2 Global, Inc. in exchange for cash consideration of $10.50 per share, without interest and less any applicable tax withholding. Pursuant to the Merger Agreement, the Purchaser merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). ( 2 )Acquired pursuant to the exercise of the Performance Warrant, as described below. ( 3 )Pursuant to the terms of the Merger Agreement, these shares were cancelled and converted into the right to receive cash consideration of $10.50 per share (without interest and less any applicable tax withholding). ( 4 )Pursuant to the terms of the Reporting Person's employment agreement with the Issuer, the vesting of restricted stock units for an aggregate of 168,172 shares was accelerated in connection with the Merger. Pursuant to the terms of the Merger Agreement, these accelerated restricted stock units were cancelled and converted into the right to receive cash consideration of $10.50 per share (without interest and less any applicable tax withholding). ( 5 )Pursuant to the terms of the Merger Agreement, this option was cancelle d and converted into the right to receive cash consideration of $10.50 per share subject to such stock option less the exercise price payable per share (without interest and less any applicable tax withholding). ( 6 )Represents a performance warrant (the "Performance Warrant") granted to the Reporting Person and Michael Keriakos, the founders of the Issuer, as reflected in the Performance Warrant Agreement, as amended (the "Performance Warrant Agreement"), by and among the Reporting Person, Mr. Keriakos and certain other stockholders of the Issuer. ( 7 )Pursuant to the Performance Warrant Agreement, and subject to the terms and conditions thereof, beginning on January 1, 2017, the Performance Warrant was to become exercisable, subject to the potential acceleration of exercisability upon the occurrence of a change in control of the Issuer (the "Trigger Date"). Because the Merger constituted a change in control, the Trigger Date occurred on, and the Performance Warrant was exercised effective as of, December 5, 2016. ( 8 )The Performance Warrant was scheduled to expire, if not previously exercised, upon the last day of the year in which the Trigger Date occurred.

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