Sec Form 4 Filing - REGAN BRIAN M @ DEMAND MEDIA INC. - 2015-05-18

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 REGAN BRIAN M 2. Issuer Name and Ticker or Trading Symbol DEMAND MEDIA INC. [ DMD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1655 26TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/18/2015 (Street) SANTA MONICA, CA90404 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, par value $0.0001 05/18/2015 A 14,451 ( 1 ) A $ 0 14,451 ( 2 ) 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 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) $ 5.19 05/18/2015 A 28,457 ( 3 ) 05/18/2025 Common Stock 28,457 $ 0 28,457 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other REGAN BRIAN M 1655 26TH STREET SANTA MONICA, CA90404 X Signatures /s/ Daniel J. Weinrot, By: Daniel J. Weinrot by power of attorney for Brian Regan 05/20/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with Mr. Regan being appointed to the Company's board of directors (the "Board") and pursuant to the Company's Outside Director Compensation Program, as updated in May 2015, Mr. Regan was granted 14,451 restricted stock units ("RSUs"). Each RSU represents the right to receive one share of the Company's common stock upon vesting. Subject to Mr. Regan's continued service on the Board through the applicable vesting date, 4,817 of these RSUs will vest on February 2, 2016 and the remaining 9,634 RSUs will vest in eight (8) substantially equal installments on each three month anniversary of February 2, 2016 thereafter through and including February 2, 2018. ( 2 )Includes 14,451 unvested RSUs. ( 3 )In connection with Mr. Regan being appointed to the Board and pursuant to the Company's Outside Director Compensation Program, as updated in May 2015, Mr. Regan was granted a non-qualified stock option covering 28,457 shares of the Company's common stock. Subject to Mr. Regan's continued service on the Board through the applicable vesting date, approximately one-third (1/3) of the shares subject to this stock option shall vest and become exercisable on February 2, 2016 and an additional 1/36th of the shares subject to the stock option shall vest and become exercisable on each monthly anniversary of February 2, 2016 thereafter through and including February 2, 2018.

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