FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
UNITED ONLINE INC [ UNTD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/13/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 05/13/2005 | S | 19,800 | D | $11.15 | 567,164(1) | D | |||
Common Stock | 05/13/2005 | S | 3,500 | D | $11.18 | 563,664(1) | D | |||
Common Stock | 05/13/2005 | S | 3,300 | D | $11.1836 | 560,364(1) | D | |||
Common Stock | 05/13/2005 | S | 2,200 | D | $11.1855 | 558,164(1) | D | |||
Common Stock | 05/13/2005 | S | 1,000 | D | $11.19 | 557,164(1) | D | |||
Common Stock | 05/13/2005 | S | 4,085 | D | $11.2 | 553,079(1) | D | |||
Common Stock | 05/13/2005 | S | 5,854 | D | $11.2002 | 547,225(1) | D | |||
Common Stock | 05/13/2005 | S | 2,461 | D | $11.21 | 544,764(1) | D | |||
Common Stock | 05/13/2005 | S | 2,600 | D | $11.25 | 542,164(1) | D | |||
Common Stock | 05/13/2005 | S | 10,000 | D | $11.26 | 532,164(1) | D | |||
Common Stock | 05/13/2005 | S | 200 | D | $11.28 | 531,964(1) | D | |||
Common Stock | 05/13/2005 | S | 15,500 | D | $11.3 | 516,464(1) | D | |||
Common Stock | 05/13/2005 | S | 4,300 | D | $11.3009 | 512,164(1) | D | |||
Common Stock | 05/13/2005 | S | 200 | D | $11.31 | 511,964(1) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Includes (i) 100,000 shares directly owned which are subject to repurchase by the company at the purchase price of $.0001 per share if Mr. Randall voluntarily leaves the company prior to January 27, 2008; (ii) 125,000 shares subject to a restricted stock unit award which vest and become issuable in four equal annual installments over the reporting person's period of continued service with the issuer measured from February 15, 2005; and (iii) 46,875 unvested shares which vest in a series of five equal monthly installments over the reporting person's period of continued service measured from April 26, 2005, which are subject to repurchase by the issuer at a price per share of $1.227 in the event the reporting person's service relationship with the issuer terminates prior to the applicable vesting date. |
Remarks: |
Frederic A. Randall, Jr. | 05/17/2005 | |
** 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 4 (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. |