FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
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Form 4 Transactions Reported. |
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. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2007 | ||||||||||||||||||||||||||
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 11/15/2007 | F4 | 2,684(1) | D | $16.66 | 159,451(2)(3)(4)(5)(6) | D | ||||||||
Common Stock | 600 | I | by daughter | ||||||||||||
Common Stock | 200 | I | by son |
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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Represents 2,684 shares withheld to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock units. |
2. Includes a 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. 15,625 shares remain unissued under that award as of December 31, 2007. |
3. Includes a 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. 16,875 shares remain unissued under that award as of December 31, 2007. |
4. Includes 5 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. 2,500 shares remain unissued under those awards as of December 31, 2007. |
5. Includes a 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 as of December 31, 2007. |
6. Includes a RSU award granted on May 9, 2007 for a total of 40,000 units. Each unit will entitle the Reporting Person to one share of the Issuer's common stock upon vesting. 50% of the total RSU award will vest on May 15, 2008, and 50% of the total RSU award will vest on May 15, 2009, subject to the Reporting Person's continued service with the Issuer. 40,000 shares remain unissued under that award as of December 31, 2007. |
Remarks: |
Neil P. Edwards | 02/12/2008 | |
** 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. |