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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/09/2007 |
3. Issuer Name and Ticker or Trading Symbol
UNITED ONLINE INC [ UNTD ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 127,503(1)(2)(3)(4) | D | |
Common Stock | 600 | I | by daughter |
Common Stock | 200 | I | by son |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Employee Stock Option (right to buy) | (5) | 02/20/2011 | Common Stock | 7,575 | $2.554 | D | |
Employee Stock Option (right to buy) | (6) | 09/25/2011 | Common Stock | 39,688 | $1.227 | D | |
Employee Stock Option (right to buy) | (7) | 05/06/2012 | Common Stock | 28,594 | $5.767 | D |
Explanation of Responses: |
1. Includes a restricted stock unit ("RSU") award granted on March 25, 2005 for a total of 50,000 units. Each unit will entitle the Reporting Person to one share of the Issuer's common stock upon vesting. 25% of the total RSU award vested on February 15, 2006, and the balance vests in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service with the Issuer. 25,000 shares remain unissued under that award. |
2. Includes a restricted stock unit ("RSU") award granted on March 30, 2006 for a total of 30,000 units. Each unit will entitle the Reporting Person to one share of the Issuer's common stock upon vesting. 25% of the total RSU award vested on February 15, 2007, and the balance vests in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service with the Issuer. 22,500 shares remain unissued under that award. |
3. Includes 5 restricted stock unit ("RSU") awards granted on April 18, 2006 through an Exchange Offer for a total of 19,982 units. Each unit will entitle the Reporting Person to one share of the Issuer's common stock upon vesting. One-eighth of the total shares vested on May 15, 2006, and the balance vests in 7 quarterly installments thereafter, subject to the Reporting Person's continued service with the Issuer. 9,992 shares remain unissued under those awards. |
4. Includes a restricted stock unit ("RSU") award granted on February 15, 2007 for a total of 30,000 units. Each unit will entitle the Reporting Person to one share of the Issuer's common stock upon vesting. 25% of the total RSU award will vest on February 15, 2008, and the balance vests in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service with the Issuer. 30,000 shares remain unissued under that award. |
5. The option was granted on February 21, 2001 for a total of 21,000 shares. 25% of the total option shares vested and became exercisable on February 21, 2002, and the balance vested and became exercisable in 36 equal monthly installments upon the Reporting Person's completion of each additional month of service thereafter. |
6. The option was granted on September 26, 2001 for a total of 104,999 shares. 25% of the total option shares vested and became exercisable on September 26, 2002, and the balance vested and became exercisable in 36 equal monthly installments upon the Reporting Person's completion of each additional month of service thereafter. |
7. The option was granted on May 7, 2002 for a total of 52,499 shares. 25% of the total option shares vested and became exercisable on May 7, 2003, and the balance vested and became exercisable in 36 equal monthly installments upon the Reporting Person's completion of each additional month of service thereafter. |
Remarks: |
Neil P. Edwards | 05/11/2007 | |
** 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. |