Sec Form 4 Filing - Voong Wendy @ DEMAND MEDIA INC. - 2015-08-04

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 Voong Wendy 2. Issuer Name and Ticker or Trading Symbol DEMAND MEDIA INC. [ DMD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Accounting Officer (Last) (First) (Middle) 1655 26TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/04/2015 (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, $.0001 par value 08/04/2015 A 20,000 ( 1 ) A $ 0 20,000 ( 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) $ 5.7 08/04/2015 A 20,000 ( 3 ) 08/04/2025 Common Stock 20,000 $ 0 20,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Voong Wendy 1655 26TH STREET SANTA MONICA, CA90404 Chief Accounting Officer Signatures /s/ Lisa Savitzky, as attorney-in-fact for Wendy Voong 08/06/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with Ms. Voong's appointment as the Company's CAO, Ms. Voong was granted 20,000 restricted stock units ("RSUs"). Each RSU represents the right to receive one share of the Company's common stock upon vesting. Subject to Ms. Voong's continued employment through the vesting date, one-quarter (1/4) of these RSU's will vest on August 15, 2016 and the remaining RSU's will vest in twelve (12) substantially equal installments on each three-month anniversary thereafter. ( 2 )Includes 20,000 unvested RSUs. ( 3 )In connection with Ms. Voong's appointment as the Company's CAO, Ms. Voong was granted 20,000 non-qualified stock options. Subject to Ms. Voong's continued employment through the applicable vesting date, approximately one-quarter (1/4) of the shares subject to this stock option will vest and become exercisable on August 3, 2016 and an additional 1/48th of the shares subject to the stock option will vest and become exercisable on each monthly anniversary of August 3, 2016 thereafter through and including August 3, 2019.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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