SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Shipps David H.W.

(Last)

(First)

(Middle)

1375 PEACHTREE STREET

(Street)

ATLANTA

30309

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/20/2009

3. Issuer Name and Ticker or Trading Symbol
EARTHLINK INC [ ELNK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Consumer Sales & Marketing

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,497	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options⁽¹⁾	01/21/2005	01/21/2014	Common Stock	5,000	$11.17	D
Stock Options⁽¹⁾	07/21/2005	07/21/2014	Common Stock	1,375	$9.01	D
Stock Options⁽²⁾	09/12/2006	09/12/2015	Common Stock	5,000	$10.36	D
Stock Options⁽²⁾	01/23/2007	01/23/2016	Common Stock	2,000	$11.82	D
Stock Options⁽²⁾	10/24/2007	10/24/2016	Common Stock	10,125	$6.9	D
Restricted Stock Units⁽³⁾	09/12/2009	09/12/2015	Common Stock	300	⁽³⁾	D
Restricted Stock Units⁽³⁾	10/24/2009	10/24/2016	Common Stock	3,000	⁽³⁾	D
Restricted Stock Units⁽⁴⁾	02/08/2009	02/08/2018	Common Stock	60,000	⁽⁴⁾	D

Explanation of Responses:

1. These options are fully vested and exercisable.

2. These stock options vest and become exercisable as follows: (i) 25% of the options become exercisable one year after the date of the option grant, and (ii) an additional 6.25% of the options become exercisable each quarter thereafter until fully vested.

3. The Restricted Stock Units vest and become exercisable 50% on the second anniversary date of the date of grant, and 25% on the next two anniversary dates of the date of grant. Vested Restricted Stock Units will be converted and distributed to the Reporting Person, without payment, in shares of Common Stock on a unit-for-share basis.

4. The Restricted Stock Units vest and become exercisable as follows: 25% vest one-third a year over a three year period and 75% are dependent generally on achievement of a 2008 free cash flow target and then if that target is achieved, 50% of those Restricted Stock Units s vest after one additional year of employment following the measurement of such achievement and 50% vest after one further additional year of employment.

	/s/ David H.W. Shipps	01/30/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.