4//SEC Filing
DEMAND MEDIA INC. 4
Accession 0001104659-14-059016
CIK 0001365038operating
Filed
Aug 7, 8:00 PM ET
Accepted
Aug 8, 9:51 PM ET
Size
19.9 KB
Accession
0001104659-14-059016
Insider Transaction Report
Form 4
James G Joshua
Director
Transactions
- Disposition to Issuer
Common Stock, $0.0001 par value
2014-08-07−15,002→ 7,498 total - Award
Common Stock, $0.0001 par value
2014-08-07+5,286→ 6,785 total - Disposition to Issuer
Stock Option (right to buy)
2014-08-07−37,500→ 0 totalExercise: $7.70Exp: 2020-03-03→ Common Stock (37,500 underlying) - Award
Stock Option (right to buy)
2014-08-07+1,885→ 1,885 totalExercise: $13.00Exp: 2021-06-29→ Common Stock (1,885 underlying) - Award
Stock Option (right to buy)
2014-08-07+6,820→ 6,820 totalExercise: $13.00Exp: 2020-03-03→ Common Stock (6,820 underlying) - Disposition to Issuer
Stock Option (right to buy)
2014-08-07−15,000→ 0 totalExercise: $13.86Exp: 2021-06-29→ Common Stock (15,000 underlying)
Holdings
- 4,545(indirect: See footnote)
Common Stock, $0.0001 par value
- 2,000(indirect: See footnote)
Common Stock, $0.0001 par value
Footnotes (9)
- [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.
- [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 5,286 unvested RSUs.
- [F5]These securities are directly held by Cocolalla, LLC, of which the reporting person is the managing member.
- [F6]These securities are directly held by The James Family Charitable Remainder Trust dated October 13, 2009, Leeland S. McCullough Trustee (the "Trust"), of which the reporting person and his immediate family members are beneficiaries. The reporting person continues to report beneficial ownership of all securities held by the Trust but disclaims beneficial ownership of the shares held by the Trust except to the extent of his and his immediate family members' pecuniary interest therein.
- [F7]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.
- [F8]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.
- [F9]The exercise price of the derivate security reflects the adjustments pursuant to the Employee Matters Agreement, including adjustments to reflect the Reverse Stock Split.
Documents
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, 9:51 PM ET
- Size
- 19.9 KB