Sec Form 4 Filing - Quandt R James @ DEMAND MEDIA INC. - 2016-06-16

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 Quandt R James 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) C/O DEMAND MEDIA, INC., 1655 26TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 06/16/2016 (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, $0.0001 par value 06/16/2016 A 7,049 ( 1 ) A $ 5.32 57,914 ( 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) $ 5.32 06/16/2016 A 14,177 ( 3 ) 06/16/2026 Common Stock 14,177 $ 0 14,177 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Quandt R James C/O DEMAND MEDIA, INC. 1655 26TH STREET SANTA MONICA, CA90404 X Signatures /s/ Daniel J. Weinrot, By: Daniel J. Weinrot as Attorney-in-Fact for James R. Quandt 06/17/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with his continued service on the Company's board of directors (the "Board") following the Company's annual meeting, and pursuant to the Company's Outside Director Compensation Program, Mr. Quandt was granted 7,049 restricted stock units ("RSUs"). Each RSU represents the right to receive one share of the Company's common stock upon vesting. Subject to Mr. Quandt's continued service on the Board through the applicable vesting date, these RSU's will vest in 12 substantially equal installments on each three month anniversary of the grant date. ( 2 )Includes 22,200 unvested RSUs. ( 3 )In connection with his continued service on the Board following the Company's annual meeting, and pursuant to the Company's Outside Director Compensation Program, Mr. Quandt was granted a nonqualified stock option covering 14,177 shares of the Company's common stock. Subject to Mr. Quandt's continued service on the Board through the applicable vesting date, the shares subject to this stock option will vest and become exercisable in 36 substantially equal installments on each monthly anniversary of the grant date.

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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