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4//SEC Filing

DEMAND MEDIA INC. 4

Accession 0001104659-14-059012

CIK 0001365038operating
View on SEC.govCompany Profile

Filed

Aug 7, 8:00 PM ET

Accepted

Aug 8, 9:50 PM ET

Size

25.5 KB

Accession

0001104659-14-059012

Insider Transaction Report

Form 4
Period: 2014-08-07
DEMAND MEDIA INC.DMD
Colo J Shawn
EVP Corp. Development
Transactions
  • Disposition to Issuer

    Common Stock, $0.0001 par value

    2014-08-07−77,750→ 0 total
  • Disposition to Issuer

    Stock Option (right to buy)

    2014-08-07−11,845→ 0 total
    Exercise: $3.20Exp: 2019-02-24→ Common Stock (11,845 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2014-08-07−125,000→ 0 total
    Exercise: $9.50Exp: 2019-06-09→ Common Stock (125,000 underlying)
  • Award

    Stock Option (right to buy)

    2014-08-07+4,740→ 4,740 total
    Exercise: $13.00Exp: 2020-08-03→ Common Stock (4,740 underlying)
  • Award

    Stock Option (right to buy)

    2014-08-07+18,902→ 18,902 total
    Exercise: $13.00Exp: 2019-06-09→ Common Stock (18,902 underlying)
  • Award

    Common Stock, $0.0001 par value

    2014-08-07+15,807→ 15,807 total
  • Award

    Stock Option (right to buy)

    2014-08-07+2,408→ 2,408 total
    Exercise: $6.38Exp: 2019-02-24→ Common Stock (2,408 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2014-08-07−50,000→ 0 total
    Exercise: $18.00Exp: 2020-08-03→ Common Stock (50,000 underlying)
Holdings

  • Common Stock, $0.0001 par value

    (indirect: See Footnote)
    10,000

  • Common Stock, $0.0001 par value

    (indirect: See Footnote)
    157,254

  • Common Stock, $0.0001 par value

    (indirect: See Footnote)
    10,000
Footnotes (10)
  • [F1]Represents the adjustment of an outstanding restricted stock unit ("RSU") award, resulting in the deemed cancellation of the "old" RSUs and the grant of replacement RSUs, in a transaction exempt from Section 16(b) pursuant to Rule 16b-3. The adjustment was made pursuant to Article III of the Employee Matters Agreement between Demand Media, Inc. (the "Issuer") and Rightside Group, Ltd., dated as of August 1, 2014, and included as Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2014 (the "Employee Matters Agreement"). Each RSU represents the right to receive one share of DMD Common Stock, par value $0.0001 per share, for each RSU upon vesting.
  • [F10]The exercise price of the derivate security reflects the adjustments pursuant to the Employee Matters Agreement, including adjustments to reflect the Reverse Stock Split.
  • [F2]The number of securities does not reflect the one-for-five (1:5) reverse stock split of the Issuer's common stock effective August 1, 2014 (the "Reverse Stock Split") or, if applicable, adjustments pursuant to the Employee Matters Agreement.
  • [F3]The number of securities reflects the Reverse Stock Split and, if applicable, adjustments pursuant to the Employee Matters Agreement.
  • [F4]Includes 15,807 unvested RSUs.
  • [F5]These securities are directly held by the Shawn J. Colo Grantor Retained Annuity Trust, dated September 12, 2008, for which Mr. Colo is the trustee. Mr. Colo disclaims any beneficial ownership of these shares except to the extent of his pecuniary interest therein.
  • [F6]These securities are directly held by the Colo and O'Neil Revocable Trust, dated September 12, 2008, for which Mr. Colo is the trustee.
  • [F7]These securities are directly held by the Deidre A. O'Neil Grantor Retained Annuity Trust, dated September 12, 2008, for which Mr. Colo is the trustee. Mr. Colo disclaims any beneficial ownership of these shares except to the extent of his pecuniary interest therein.
  • [F8]The exercise price of the derivative security does not reflect the adjustments pursuant to the Employee Matters Agreement, including adjustments to reflect the Reverse Stock Split.
  • [F9]Represents the adjustment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option, in a transaction exempt from Section 16(b) pursuant to Rule 16b-3. The adjustment was made pursuant to Article III of the Employee Matters Agreement. 100% of the shares subject to the option are fully vested and exercisable.

Documents

1 file

Issuer

DEMAND MEDIA INC.

CIK 0001365038

→
Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0001365038

Filing Metadata

Form type
4
Filed
Aug 7, 8:00 PM ET
Accepted
Aug 8, 9:50 PM ET
Size
25.5 KB
View on SEC.gov