Sec Form 4 Filing - Rosenblatt M Richard @ DEMAND MEDIA INC. - 2012-11-07

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
Rosenblatt M Richard
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
X __ Officer (give title below) _____ Other (specify below)
CEO & Chairman of the Board
(Last) (First) (Middle)
C/O DEMAND MEDIA, INC., 1299 OCEAN AVENUE, SUITE 500
3. Date of Earliest Transaction (MM/DD/YY)
11/07/2012
(Street)
SANTA MONICA, CA90401
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 11/07/2012 S( 1 ) 51,600 D $ 8.82 ( 2 ) 3,158,199 I See footnote ( 3 )
Common Stock, $0.0001 par value 11/08/2012 S( 1 ) 62,200 D $ 8.58 ( 4 ) 3,095,999 I See footnote ( 3 )
Common Stock, $0.0001 par value 11/09/2012 S( 1 ) 36,200 D $ 8.46 ( 5 ) 3,059,799 I See footnote ( 3 )
Common Stock, $0.0001 par value 429,222 I See footnote ( 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
Stock Option (right to buy) $ 2 ( 7 ) 04/19/2013 Common Stock, $0.0001 par value 1,000,000 1,000,000 D
Stock Option (right to buy) $ 3.2 ( 7 ) 02/24/2019 Common Stock, $0.0001 par value 14,807 14,807 D
Stock Option (right to buy) $ 9.5 ( 8 ) 06/08/2019 Common Stock, $0.0001 par value 2,100,000 2,100,000 D
Stock Option (right to buy) $ 18 ( 9 ) 08/02/2020 Common Stock, $0.0001 par value 1,150,000 1,150,000 D
Stock Option (right to buy) $ 24 ( 9 ) 08/02/2020 Common Stock, $0.0001 par value 1,150,000 1,150,000 D
Stock Option (right to buy) $ 30 ( 9 ) 08/02/2020 Common Stock, $0.0001 par value 1,150,000 1,150,000 D
Stock Option (right to buy) $ 36 ( 9 ) 08/02/2020 Common Stock, $0.0001 par value 1,150,000 1,150,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rosenblatt M Richard
C/O DEMAND MEDIA, INC.
1299 OCEAN AVENUE, SUITE 500
SANTA MONICA, CA90401
X CEO & Chairman of the Board
Signatures
/s/ Daniel Weinrot as Attorney-in-Fact for Richard M. Rosenblatt 11/09/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.71 to $9.00, inclusive. The reporting person undertakes to provide Demand Media, Inc., any security holder of Demand Media, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price set forth in this footnote.
( 3 )Shares held by The Rosenblatt Family Trust U/A/D 9/29/2000, for which the reporting person is a trustee.
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.48 to $8.73, inclusive. The reporting person undertakes to provide Demand Media, Inc., any security holder of Demand Media, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price set forth in this footnote.
( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.41 to $8.55, inclusive. The reporting person undertakes to provide Demand Media, Inc., any security holder of Demand Media, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price set forth in this footnote.
( 6 )Shares held by the Rosenblatt 2007 Grantor Retained Annuity Trust dated July 12, 2007, for which the reporting person is a trustee.
( 7 )100% of the shares subject to the option are fully vested and exercisable.
( 8 )The shares subject to the option vest in 48 equal installments on each monthly anniversary of the vesting commencement date (April 1, 2009) over the four year vesting period, subject to Mr. Rosenblatt's continued employment with the Issuer through the applicable vesting date.
( 9 )The shares subject to the option vest and become exercisable in 36 substantially equal monthly installments, starting on the second anniversary of the closing of the Issuer' s initial public offering (the "Effective Date") and on each monthly anniversary of such date over the three year period thereafter (for a total vesting period of five years from the Effective Date), subject to Mr. Rosenblatt's continued employment with the Issuer through the applicable vesting date.

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