SEC FORM 4

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

SCOTT CAROL

(Last)

(First)

(Middle)

21301 BURBANK BLVD.

(Street)

WOODLAND HILLS

91367

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2007

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/25/2007		M		60,000	A	$13.733	75,300⁽¹⁾	D
Common Stock	05/25/2007		S		10,000	D	$16.2	65,300⁽¹⁾	D
Common Stock	05/25/2007		S		5,000	D	$16.2111	60,300⁽¹⁾	D
Common Stock	05/25/2007		S		3,700	D	$16.2298	56,600⁽¹⁾	D
Common Stock	05/25/2007		S		3,300	D	$16.2339	53,300⁽¹⁾	D
Common Stock	05/25/2007		S		8,800	D	$16.24	44,500⁽¹⁾	D
Common Stock	05/25/2007		S		9,800	D	$16.25	34,700⁽¹⁾	D
Common Stock	05/25/2007		S		9,400	D	$16.2531	25,300⁽¹⁾	D
Common Stock	05/25/2007		S		10,000	D	$16.3129	15,300⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$13.733	05/25/2007		M			60,000	04/29/2003⁽²⁾	04/28/2013	Common Stock	60,000	$0⁽³⁾	0	D

Explanation of Responses:

1. Includes 7,500 shares subject to a restricted stock unit award which vest in full on February 15, 2008, subject to the Reporting Person's continued service with the Issuer.

2. The option was granted on April 29, 2003 for a total of 60,000 shares and was immediately exercisable for all of those shares. However, any unvested shares purchased under such option would be subject to the Issuer's right to repurchase those shares, at the exercise price paid per share, upon the Reporting Person's termination as a member of the Issuer's Board of Directors, prior to vesting in such shares. This option vested in 36 successive equal monthly installments over the 36-month period measured from April 29, 2003, upon the Reporting Person's completion of each month of service as a Board member.

3. This option was granted under the United Online, Inc. 2001 Stock Incentive Plan in an exempt transaction pursuant to Rule 16b-3(d).

Remarks:

	Carol Scott	05/30/2007
	** 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 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.