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

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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^*

Schulz Jennifer

(Last)

(First)

(Middle)

1655 26TH STREET

(Street)

SANTA MONICA

90404

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DEMAND MEDIA INC. [ DMD ]

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)
11/03/2016

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, $.0001 par value	11/03/2016		A		13,761⁽¹⁾	A	$0	18,761⁽²⁾	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)	$5.45	11/03/2016		A		27,523		⁽³⁾	11/03/2026	Common Stock	27,523	$0	27,523	D

Explanation of Responses:

1. In connection with Ms. Schulz's appointment to the Company's board of directors (the "Board") on November 3, 2016 and pursuant to the Company's Outside Director Compensation Program, Ms. Schulz was granted 13,761 restricted stock units ("RSUs"). Each RSU represents the right to receive one share of the Company's common stock upon vesting. Subject to Ms. Schulz's continued service on the Board through the applicable vesting date, 4,587 of the RSUs will vest on November 3, 2017 and the remaining RSUs will vest in eight (8) substantially equal installments on each three-month anniversary of November 3, 2017 thereafter.

2. Includes 13,761 unvested RSUs.

3. In connection with Ms. Schulz's appointment to the Board on November 3, 2016 and pursuant to the Company's Outside Director Compensation Program, Ms. Schulz was granted a non-qualified stock option covering 27,523 shares of the Company's common stock. Subject to Ms. Schulz's continued service on the Board through the applicable vesting date, approximately one-third (1/3) of the shares subject to this stock option will vest and become exercisable on November 3, 2017, and an additional 1/36th of the shares subject to this stock option will vest and become exercisable on each monthly anniversary of November 3, 2017.

Remarks:

	/s/ Daniel J. Weinrot, By: Daniel J. Weinrot, by Power of Attorney for Jennifer Schulz	11/07/2016
	** 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).
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