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^*

McCormick Douglas W.

(Last)

(First)

(Middle)

C/O RHO VENTURES,

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/27/2014

3. Issuer Name and Ticker or Trading Symbol
Everyday Health, Inc. [ EVDY ]

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

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

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	111,692	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)	⁽¹⁾	04/07/2017	Common Stock	6,054	$5.76	D
Stock Option (Right to Buy)	⁽¹⁾	04/11/2018	Common Stock	143,333	$9.27	D
Stock Option (Right to Buy)	⁽¹⁾	02/23/2020	Common Stock	33,333	$7.155	D
Stock Option (Right to Buy)	⁽¹⁾	12/08/2020	Common Stock	30,333	$7.68	D
Stock Option (Right to Buy)	⁽¹⁾	03/27/2022	Common Stock	33,333	$6.345	D
Stock Option (Right to Buy)	⁽²⁾	05/08/2023	Common Stock	33,333	$8.865	D
Stock Option (Right to Buy)	⁽³⁾	03/13/2024	Common Stock	24,000	$15	D
Call Option (Obligation to Sell)⁽⁴⁾	⁽⁵⁾	⁽⁶⁾	Common Stock	1,731	$0.0001	D

Explanation of Responses:

1. Immediately exercisable.

2. These shares shall vest and become exercisable in two equal installments on May 8, 2014 and May 8, 2015.

3. These shares shall vest and become exercisable in 24 equal monthly installments beginning on April 15, 2014.

4. Represents a performance warrant granted to Benjamin Wolin and Michael Keriakos, the founders of the issuer, as reflected in the Performance Warrant Agreement, as amended (the "Performance Warrant Agreement"), by and among Messrs. Wolin and Keriakos, the reporting person and certain other stockholders of the issuer.

5. Pursuant to the Performace Warrant Agreement, and subject to the terms and conditions thereof, beginning on January 1, 2017, the warrant becomes exercisable, subject to the potential acceleration of exercisability upon the occurrence of a change in control of the issuer (the "Trigger Date").

6. The performance warrant will expire, if not previously exercised, upon the last day of the year in which the Trigger Date occurs.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/Alan Shapiro, Attorney-in-Fact	03/27/2014
	** 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.