Sec Form 4 Filing - KAIROUZ HABIB @ Everyday Health, Inc. - 2016-12-03

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 KAIROUZ HABIB 2. Issuer Name and Ticker or Trading Symbol Everyday Health, Inc. [ EVDY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ 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) 12/03/2016 (Street) NEW YORK, NY10019 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 12/03/2016 U( 1 ) 8,284 D $ 10.5 ( 1 ) 16,375 D Common Stock 12/05/2016 D( 2 ) 16,375 D $ 10.5 ( 2 ) 0 D Common Stock 12/03/2016 U( 1 ) 3,936,517 D $ 10.5 ( 1 ) 171,005 I See footnotes ( 3 ) ( 4 ) ( 5 ) Common Stock ( 6 ) 12/05/2016 X( 7 ) 171,005 D $ 0.0001 0 I See footnotes ( 3 ) ( 4 ) ( 8 )

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 Call Option (Obligation to Sell) ( 9 ) $ 0.0001 12/05/2016 X 171,005 ( 10 ) ( 11 ) Common Stock 171,005 $ 0 0 I See footnotes ( 3 ) ( 4 ) ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KAIROUZ HABIB C/O RHO VENTURES, 152 WEST 57TH STREET, 23RD FLOOR NEW YORK, NY10019 X X Signatures /s/ Alan Shapiro, Attorney-in-Fact 12/06/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to a cash tender offer conducted in accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated October 21, 2016, among the Issuer, Ziff Davis, LLC, a Delaware limited liability company (the "Parent"), Project Echo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser") and j2 Global, Inc. in exchange for cash consideration of $10.50 per share, without interest and less any applicable tax withholding. Pursuant to the Merger Agreement, the Purchaser merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). ( 2 )Pursuant to the terms of the award, the vesting of restricted stock units for an aggregate of 16,375 shares was accelerated in connection with the Merger. Pursuant to the terms of the Merger Agreement, these accelerated restricted stock units were cancelled and converted into the right to receive cash consideration of $10.50 per share (without interest and less any applicable tax withholding). ( 3 )RMV VI, L.L.C. ("RMV VI") is the general partner of Rho Ventures VI, L.P. ("RV VI") and Rho Capital Partners LLC ("RCP") is the managing member of RMV VI, Rho Ventures III Holdings LLC ("RV III"), Rho Ventures II Holdings LLC ("RV II"), Rho Venture Partners Holdings LLC ("RVP Holdings") and Rho Investment Partners Holdings LLC ("RIP Holdings"). As such, RMV VI and RCP possess power to direct the voting and disposition of the shares owned by RV VI, RV III, RV II, RVP Holdings and RIP Holdings and may be deemed to have indirect beneficial ownership of the shares held by RV VI, RV III, RV II, RVP Holdings and RIP Holdings. RMV VI holds no shares of the issuer directly. ( 4 )The Reporting Person (a member of the board of directors of the Issuer), Mark Leschly and Joshua Ruch are managing members of RCP and as such possess power to direct the voting and disposition of the shares owned by RV VI, RV III, RV II, RVP Holdings, RIP Holdings and RCP and may be deemed to have indirect beneficial ownership of the shares held by RV VI, RV III, RV II, RVP Holdings, RIP Holdings and RCP. ( 5 )Shares disposed of pursuant to the cash tender offer conducted in accordance with the Merger Agreement were held as follows: (a) 2,445,350 shares held by RV VI; (b) 594,631 shares held by RV III; (c) 895,680 shares held by RIP Holdings; and (d) 856 shares held by RCP. ( 6 )Represents shares underlying a performance warrant (the "Performance Warrant") granted to Benjamin Wolin and Michael Keriakos, the founders of the Issuer, as reflected in the Performance Warrant Agreement, as amended (the "Performance Warrant Agreement"), by and among the Reporting Person, Mr. Wolin, Mr. Keriakos and certain other stockholders of the Issuer. ( 7 )Disposed of pursuant to the exercise of the Performance Warrant, as described in footnote (10) below. ( 8 )Shares disposed of pursuant to the exercise of the Performance Warrant were held as follows: (a) 27,725 shares held by RV III; (b) 30,931 shares held by RV II; (c) 58,712 shares held by RVP Holdings; (d) 53,586 shares held by RIP Holdings; and (e) 51 shares held by RCP. ( 9 )Represents the Performance Warrant. ( 10 )Pursuant to the Performace Warrant Agreement, and subject to the terms and conditions thereof, beginning on January 1, 2017, the Performance Warrant was to become exercisable, subject to the potential acceleration of exercisability upon the occurrence of a change in control of the Issuer (the "Trigger Date"). Because the Merger constituted a change in control, the Trigger Date occurred on, and the Performance Warrant was exercised effective as of, December 5, 2016. ( 11 )The Performance Warrant was scheduled to expire, if not previously exercised, upon the last day of the year in which the Trigger Date occurred.

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