Sec Form 4 Filing - O'Neill Donald John JR @ MEDIABISTRO INC. - 2013-11-26

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 O'Neill Donald John JR 2. Issuer Name and Ticker or Trading Symbol MEDIABISTRO INC. [ MBIS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP & Chief Financial Officer (Last) (First) (Middle) 50 WASHINGTON STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/26/2013 (Street) NORWALK, CT06854 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 11/26/2013 M 14,286 A $ 3.08 14,286 D Common Stock 11/26/2013 M 715 A $ 1.82 15,001 D Common Stock 11/26/2013 S 15,001 D $ 4.44 0 D Common Stock 11/26/2013 M 429 A $ 1.82 429 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 Employee Stock Option (right to buy) $ 2.29 ( 1 ) 12/04/2022 Common Stock 5,000 5,000 D Employee Stock Option (right to buy) $ 22.61 ( 2 ) 06/09/2013 Common Stock 736 736 D Employee Stock Option (right to buy) $ 1.82 ( 2 ) 06/09/2013 Common Stock 736 736 D Employee Stock Option (right to buy) $ 3.08 11/26/2013 M 14,286 ( 2 ) 03/04/2014 Common Stock 14,286 $ 0 0 D Employee Stock Option (right to buy) $ 80.85 ( 2 ) 06/14/2014 Common Stock 429 429 D Employee Stock Option (right to buy) $ 1.82 11/26/2013 M 429 ( 2 ) 06/14/2014 Common Stock 429 $ 0 0 D Employee Stock Option (right to buy) $ 4.9 ( 2 ) 12/09/2014 Common Stock 14,286 14,286 D Employee Stock Option (right to buy) $ 126.21 ( 2 ) 06/09/2015 Common Stock 286 286 D Employee Stock Option (right to buy) $ 1.82 11/26/2013 M 429 ( 2 ) 06/09/2015 Common Stock 286 $ 0 0 D Employee Stock Option (right to buy) $ 101.85 ( 2 ) 06/07/2016 Common Stock 429 429 D Employee Stock Option (right to buy) $ 1.82 11/26/2013 M 429 ( 2 ) 06/07/2016 Common Stock 429 $ 0 0 D Employee Stock Option (right to buy) $ 5.6 ( 3 ) 09/27/2020 Common Stock 14,286 14,286 D Employee Stock Option (right to buy) $ 6.44 ( 4 ) 09/08/2021 Common Stock 7,143 7,143 D Employee Stock Option (right to buy) $ 3.71 ( 5 ) 12/12/2021 Common Stock 10,715 10,715 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other O'Neill Donald John JR 50 WASHINGTON STREET NORWALK, CT06854 VP & Chief Financial Officer Signatures /s/ Donald R. Reynolds, Attorney-in-Fact 11/27/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Option vests 33.33% ratably over a three-year period on 12/05/2013, 12/05/2014 and 12/05/2015. ( 2 )Options are 100% vested. ( 3 )The options were awarded on 09/27/2010 and vest over three years, with one-third vesting on each of the first, second and third anniversaries of the date of grant. ( 4 )The options were awarded on 09/08/2011 and vest over three years, with one-third vesting on each of the first, second and third anniversaries of the date of grant. ( 5 )The options were awarded on 12/12/2011 and vest over three years, with one-third vesting on each of the first, second and third anniversaries of the date of grant.

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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