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^*

Shahir Fakiri

(Last)

(First)

(Middle)

C/O UNITED ONLINE, INC.

21255 BURBANK BOULEVARD SUITE 400

(Street)

WOODLAND HILLS

91367

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/10/2015

3. Issuer Name and Ticker or Trading Symbol
UNITED ONLINE INC [ UNTD ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & GM, Comm & MyPoints

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	23,523⁽¹⁾⁽²⁾⁽³⁾	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 Option (Right to Buy)	⁽⁴⁾	03/05/2024	Common Stock	12,000	$11.23	D
Stock Option (Right to Buy)	⁽⁵⁾	02/22/2025	Common Stock	16,500	$15.26	D

Explanation of Responses:

1. Includes 13,747 shares subject to a restricted stock unit award granted on August 15, 2013 that will be issued as those units vest in three successive equal annual installments upon the Reporting Person's continuation in service with the Issuer over the three-year period measured from August 15, 2014.

2. Includes 2,667 shares subject to a restricted stock unit award granted on March 6, 2014 that will be issued as those units vest in two successive equal annual installments upon the Reporting Person's continuation in service with the Issuer over the two-year period measured from February 15, 2015.

3. Includes 5,500 shares subject to a restricted stock unit award granted on February 23, 2015 that will be issued as those units vest in three successive equal annual installments upon the Reporting Person's continuation in service with the Issuer over the three-year period measured from February 15, 2015.

4. The option was granted on March 6, 2014 for a total of 12,000 shares. One-third of the total option shares vested and became exercisable on February 15, 2015, and the balance will vest and become exercisable in 24 equal monthly installments upon the Reporting Person's completion of each additional month of service thereafter.

5. The option was granted on February 23, 2015 for a total of 16,500 shares and shall vest and become exercisable as follows: one-third will vest and become exercisable upon the Reporting Person's continuation in service through February 15, 2016, and the balance will vest and become exercisable in 24 equal monthly installments upon the Reporting Person's completion of each additional month of service thereafter.

	/s/ Shahir Fakiri	03/17/2015
	** 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.