Bhandari Gaurav 4
4 · DEMAND MEDIA INC. · Filed Feb 2, 2011
Insider Transaction Report
Form 4
Bhandari Gaurav
Director
Transactions
- Conversion
Common Stock
2011-01-31+5,833,333→ 5,833,333 total(indirect: See footnotes) - Conversion
Series D Preferred Stock
2011-01-31−11,666,667→ 0 total(indirect: See footnotes)→ Common Stock (5,833,333 underlying)
Footnotes (3)
- [F1]The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.
- [F2]Prior to the consummation of any of the transactions in connection with Demand Media, Inc.'s (the "Company") initial public offering (the "IPO"), Goldman Sachs Investment Partners Master Fund, L.P. ("GSIP") beneficially owned directly, and its investment manager GS Investment Strategies, LLC ("GSIS") may be deemed to have beneficially owned indirectly, 11,666,667 shares of Convertible Series D Preferred Stock, par value $0.0001 per share (the "Series D Preferred Stock"). Following the consummation of all of the transactions in connection with the IPO, including the automatic conversion of Series D Preferred Stock into shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), on a 2-for-1 basis, GSIP beneficially owns directly, and GSIS may be deemed to beneficially own indirectly, 5,833,333 shares of Common Stock. GSIS is a wholly-owned subsidiary of GS Group.
- [F3]The shares of Series D Preferred Stock automatically converted into 5,833,333 shares of Common Stock upon the closing of the IPO. The Series D Preferred Stock did not have an expiration date.