Sec Form 4 Filing - Rho Capital Partners LLC @ Everyday Health, Inc. - 2014-04-02

Insider filing report for Changes in Beneficial Ownership
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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
Rho Capital Partners LLC
2. Issuer Name and Ticker or Trading Symbol
Everyday Health, Inc. [ EVDY]
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)
C/O RHO VENTURES,, 152 WEST 57TH STREET, 23RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/02/2014
(Street)
NEW YORK, NY10019
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 04/02/2014 C 4,554,808 A 6,093,077 I See Footnote ( 3 ) ( 4 )
Common Stock 04/02/2014 S 92,120 ( 5 ) D $ 13.02 6,000,957 I See Footnote ( 3 ) ( 4 ) ( 6 )
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
Series A Preferred Stock ( 1 ) 04/02/2014 C 1,341,057 ( 1 ) ( 1 ) Common Stock 894,037 ( 1 ) 0 I See Footnote ( 7 )
Series B Preferred Stock ( 1 ) 04/02/2014 C 1,646,948 ( 1 ) ( 1 ) Common Stock 1,097,965 ( 1 ) 0 I See Footnote ( 8 )
Series C Preferred Stock ( 1 ) 04/02/2014 C 384,874 ( 1 ) ( 1 ) Common Stock 256,582 ( 1 ) 0 I See Footnote ( 9 )
Series D Preferred Stock ( 1 ) 04/02/2014 C 393,060 ( 1 ) ( 1 ) Common Stock 262,039 ( 1 ) 0 I See Footnote ( 10 )
Series F Preferred Stock ( 1 ) 04/02/2014 C 1,970,210 ( 1 ) ( 1 ) Common Stock 1,313,473 ( 1 ) 0 I By RVVI
Series G Preferred Stock ( 2 ) 04/02/2014 C 861,110 ( 2 ) ( 2 ) Common Stock 730,710 ( 2 ) 0 I By RVVI
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rho Capital Partners LLC
C/O RHO VENTURES,
152 WEST 57TH STREET, 23RD FLOOR
NEW YORK, NY10019
X
Rho Ventures II Holdings LLC
C/O RHO VENTURES,
152 WEST 57TH STREET, 23RD FLOOR
NEW YORK, NY10019
X
Rho Ventures III Holdings LLC
C/O RHO VENTURES,
152 WEST 57TH STREET, 23RD FLOOR
NEW YORK, NY10019
X
Rho Ventures Partners Holdings LLC
C/O RHO VENTURES
152 WEST 57TH STREET, 23RD FLOOR
NEW YORK, NY10019
X
Rho Investment Partners Holdings LLC
C/O RHO VENTURES,
152 WEST 57TH STREET, 23RD FLOOR
NEW YORK, NY10019
X
RHO Ventures VI LP
C/O RHO VENTURES,
152 WEST 57TH STREET, 23RD FLOOR
NEW YORK, NY10019
X
RMV VI, L.L.C.
C/O RHO VENTURES
152 WEST 57TH STREET, 23RD FLOOR
NEW YORK, NY10019
X
RUCH JOSHUA
C/O RHO VENTURES,
152 WEST 57TH STREET, 23RD FLOOR
NEW YORK, NY10019
X
LESCHLY MARK
C/O RHO VENTURES,
152 WEST 57TH STREET, 23RD FLOOR
NEW YORK, NY10019
X
Signatures
/s/Alan Shapiro, Attorney-in-Fact 04/03/2014
Signature of Reporting Person Date
Alan Shapiro, Attorney-in-Fact 04/03/2014
Signature of Reporting Person Date
Alan Shapiro, Attorney-in-Fact 04/03/2014
Signature of Reporting Person Date
Alan Shapiro, Attorney-in-Fact 04/03/2014
Signature of Reporting Person Date
Alan Shapiro, Attorney-in-Fact 04/03/2014
Signature of Reporting Person Date
Alan Shapiro, Attorney-in-Fact 04/03/2014
Signature of Reporting Person Date
Alan Shapiro, Attorney-in-Fact 04/03/2014
Signature of Reporting Person Date
Alan Shapiro, Attorney-in-Fact 04/03/2014
Signature of Reporting Person Date
Alan Shapiro, Attorney-in-Fact 04/03/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series F Preferred Stock automatically converted into two-thirds of one share of common stock upon the closing of the issuer's initial public offering. The Series A Preferred Stock, the Series B Preferred Stock, Series C Preferred Stock, the Series D Preferred Stock and the Series F Preferred Stock have no expiration date.
( 2 )Each share of the Series G Preferred Stock automatically converted into approximately 0.8486 shares of common stock of the issuer upon the closing of the issuer's initial public offering. The Series G Preferred Stock has no expiration date.
( 3 )These shares are held by each of Rho Capital Partners LLC ("Partners"), Rho Ventures II Holdings LLC ("Rho II"), Rho Ventures III Holdings LLC ("Rho III"), Rho Ventures Partners Holdings LLC ("Holdings"), Rho Investment Partners Holdings LLC ("Investment"), Rho Ventures VI, L.P. ("RVVI"), Joshua Ruch ("Ruch") and Pinnacle Investment Partner "Q-4", L.P. ("Q-4").
( 4 )Partners is the managing member of each of Rho II, Rho III, Holdings and Investment. Partners is also the managing member of RMV VI, L.L.C. ("RMV VI"), which is the general partner of RVVI. Habib Kairouz (a member of the baord of Directors of the issuer)("Kairouz"), Mark Leschly ("Leschly") and Ruch are managing members of Partners and, as such may be deemed to share the power to vote and dispose of the shares held by each of Rho II, Rho III, Holding, Investment and RVVI. In addition, the general partner of Q-4 is Pinnacle Management Partners LLC and its managing member is Rugu. Ruch is the managing member of Rugu and, as such may be deemed to have the power to vote and dispose of the shares held directly by Q-4. Each of the reporting persons disclaims beneficial ownership of the shares reported herein except to the extent of his or its respective pecuniary interest therein.
( 5 )The sale of these shares of common stock consists of (i) 65,988 shares sold by Holdings; (ii) 17,460 shares sold by Rho II; and (iii) 8,672 shares sold by Rho III.
( 6 )Ownership consists of (i) 647,496 shares of common stock held directly by Rho II; (ii) 891,312 shares of common stock held directly by Rho III; (iii) 974,101 shares of common stock held directly by Holdings; (iv) 949,266 shares of common stock held directly by Investment; (v) 2,445,350 shares of common stock held directly by RVVI; (vi) 2,701 shares of common stock held directly by Ruch; (vii) 89,824 shares of common stock held directly by Q-4; and (vii) 907 shares of common stock held directly by Partners.
( 7 )These shares were held directly by each of Rho II, Rho III, Holdings, Investment and RVVI, in the amounts of 705,898, 600,359, 6,398, 6,398 and 22,004 shares, respectively.
( 8 )These shares were held directly by Holdings and Investment, in the amount of 823,474 shares each.
( 9 )These shares were held directly by Rho III, Holdings, Investment, Ruch, Q-4 and Partners, in the amounts of 235,519, 74,678, 11,081, 64, 62,896 and 636 shares, respectively.
( 10 )These shares were held directly by Rho III, Holdings, Investment, Ruch, Q-4 and Partners, in the amounts of 240,528, 76,266, 11,317, 65, 64,235 and 649 shares, respectively.

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