Sec Form 4 Filing - B. Riley Financial, Inc. @ UNITED ONLINE INC - 2016-07-01

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 B. Riley Financial, Inc. 2. Issuer Name and Ticker or Trading Symbol UNITED ONLINE INC [ UNTD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 21860 BURBANK BLVD., SUITE 300 SOUTH 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2016 (Street) WOODLAND HILLS, CA91367 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 07/01/2016 S 659,283 D 0 I ( 1 ) ( 3 ) ( 4 ) See notes Common Stock 07/01/2016 S 21,203 D 0 I ( 5 ) ( 4 ) See notes Common Stock 07/01/2016 J 734,434 D 0 I ( 6 ) ( 4 ) See notes Common Stock 07/01/2016 S 2,750 D 0 D ( 7 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other B. Riley Financial, Inc. 21860 BURBANK BLVD. SUITE 300 SOUTH WOODLAND HILLS, CA91367 X RILEY BRYANT R 11000 SANTA MONICA BOULEVARD, SUITE 800 LOS ANGELES, CA90025 X B. Riley & Co., LLC 11000 SANTA MONICA BOULEVARD, SUITE 800 LOS ANGELES, CA90025 X BRC Partners Opportunity Fund, LP 11000 SANTA MONICA BOULEVARD, SUITE 800 LOS ANGELES, CA90025 X World Funds Trust 11000 SANTA MONICA BOULEVARD, SUITE 800 LOS ANGELES, VA90025 X B. RILEY CAPITAL MANAGEMENT, LLC 11000 SANTA MONICA BOULEVARD, SUITE 800 LOS ANGELES, CA90025 X Signatures /s/ Bryant R. Riley, Chief Executive Officer of B. Riley Capital Management, LLC, General Partner of BRC PARTNERS OPPORTUNITY FUND, LP 07/01/2016 Signature of Reporting Person Date /s/ Bryant R. Riley, Chief Executive Officer of B. Riley Capital Management, LLC, Investment Advisor of B. RILEY DIVERSIFIED EQUITY FUND 07/01/2016 Signature of Reporting Person Date /s/ Bryant R. Riley, Chief Executive Officer of B. RILEY CAPITAL MANAGEMENT, LLC 07/01/2016 Signature of Reporting Person Date /s/ Bryant R. Riley, Chairman of B. RILEY & CO., LLC 07/01/2016 Signature of Reporting Person Date /s/ Bryant R. Riley 07/01/2016 Signature of Reporting Person Date /s/ Bryant R. Riley, Chief Executive Officer of B. RILEY FINANCIAL, INC 07/01/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is filed jointly by BRC Partners Opportunity Fund, LP ("BPOF"), B. Riley Diversified Equity Fund (the "Mutual Fund"), B. Riley Capital Management, LLC ("BRCM"), B. Riley & Co., LLC ("BRC"), Bryant R. Riley and B. Riley Financial, Inc. ("BRF") (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the outstanding shares of Common Stock, par value $0.0001 per share ("United Common Stock"), of United Online, Inc., a Delaware corporation ("United" or the "Issuer"), reported herein except to the extent of his or its pecuniary interest therein. ( 2 )In connection with the merger of Unify Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of B. Riley Financial, Inc. ("BRF"), with and into United Online, Inc. ("United"), on July 1, 2016, pursuant to the Agreement and Plan of Merger, dated May 4, 2016 (the "Merger Agreement"), by and among BRF, Merger Sub and United, shares of United Common Stock held by the Reporting Persons (except as described in footnote 8) were canceled and converted into the right to receive $11.00 per share in cash, subject to applicable tax withholding. ( 3 )Represents an aggregate 659,283 shares of United Common Stock owned directly by BPOF. ( 4 )BRCM serves as the investment manager and general partner of BPOF, and as the investment advisor to the Mutual Fund and of certain separately managed accounts (the "Separately Managed Accounts"). BRF is the parent company of BRCM and BRC. By virtue of these relationships, each of BRCM and BRF may be deemed to beneficially own the shares of United Common Stock owned directly by BPOF and the Mutual Fund and held in the Separately Managed Accounts, and BRF may also be deemed to beneficially own the Shares owned directly by BRC. ( 5 )Represents 21,203 shares of United Common Stock owned directly by the Mutual Fund. ( 6 )Represents 734,434 shares of United Common Stock owned directly by BRC. ( 7 )Represents 2,750 shares of United Common Stock owned directly by Bryant R. Riley. ( 8 )Pursuant to the terms of the Merger Agreement, the shares of United Common Stock held by BRC were canceled for no consideration.

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