0001209191-16-153706.txt : 20161206 0001209191-16-153706.hdr.sgml : 20161206 20161206173311 ACCESSION NUMBER: 0001209191-16-153706 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161203 FILED AS OF DATE: 20161206 DATE AS OF CHANGE: 20161206 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Everyday Health, Inc. CENTRAL INDEX KEY: 0001358483 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 345 HUDSON STREET STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 718-797-0722 MAIL ADDRESS: STREET 1: 345 HUDSON STREET STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 FORMER COMPANY: FORMER CONFORMED NAME: WATERFRONT MEDIA INC DATE OF NAME CHANGE: 20060405 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wolin Benjamin CENTRAL INDEX KEY: 0001492650 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36371 FILM NUMBER: 162037165 MAIL ADDRESS: STREET 1: C/O EVERYDAY HEALTH, INC. STREET 2: 345 HUDSON STREET, 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-12-03 0 0001358483 Everyday Health, Inc. EVDY 0001492650 Wolin Benjamin C/O EVERYDAY HEALTH, INC., 345 HUDSON STREET, 16TH FLOOR NEW YORK NY 10014 1 1 0 0 CEO Common Stock 2016-12-03 4 U 0 467077 10.50 D 168172 D Common Stock 2016-12-05 4 X 0 233331 0.0001 A 401503 D Common Stock 2016-12-05 4 D 0 233331 10.50 D 168172 D Common Stock 2016-12-05 4 D 0 168172 10.50 D 0 D Employee Stock Option (Right to Buy) 8.865 2016-12-05 4 D 0 30184 1.635 D Common Stock 30184 0 D Employee Stock Option (Right to Buy 4.995 2016-12-05 4 D 0 66666 5.505 D Common Stock 66666 0 D Employee Stock Option (Right to Buy) 5.76 2016-12-05 4 D 0 130090 4.74 D Common Stock 130090 0 D Employee Stock Option (Right to Buy) 9.27 2016-12-05 4 D 0 133333 1.23 D Common Stock 133333 0 D Employee Stock Option (Right to Buy) 6.345 2016-12-05 4 D 0 133333 4.155 D Common Stock 133333 0 D Employee Stock Option (Right to Buy) 7.68 2016-12-05 4 D 0 164166 2.82 D Common Stock 164166 0 D Call Option (Right to Buy) 0.0001 2016-12-05 4 X 0 233331 0.00 D Common Stock 233331 0 D Disposed of pursuant to a cash tender offer conducted in accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated October 21, 2016, among the Issuer, Ziff Davis, LLC, a Delaware limited liability company(the "Parent"), Project Echo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser") and j2 Global, Inc. in exchange for cash consideration of $10.50 per share, without interest and less any applicable tax withholding. Pursuant to the Merger Agreement, the Purchaser merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). Acquired pursuant to the exercise of the Performance Warrant, as described below. Pursuant to the terms of the Merger Agreement, these shares were cancelled and converted into the right to receive cash consideration of $10.50 per share (without interest and less any applicable tax withholding). Pursuant to the terms of the Reporting Person's employment agreement with the Issuer, the vesting of restricted stock units for an aggregate of 168,172 shares was accelerated in connection with the Merger. Pursuant to the terms of the Merger Agreement, these accelerated restricted stock units were cancelled and converted into the right to receive cash consideration of $10.50 per share (without interest and less any applicable tax withholding). Pursuant to the terms of the Merger Agreement, this option was cancelled and converted into the right to receive cash consideration of $10.50 per share subject to such stock option less the exercise price payable per share (without interest and less any applicable tax withholding). Represents a performance warrant (the "Performance Warrant") granted to the Reporting Person and Michael Keriakos, the founders of the Issuer, as reflected in the Performance Warrant Agreement, as amended (the "Performance Warrant Agreement"), by and among the Reporting Person, Mr. Keriakos and certain other stockholders of the Issuer. Pursuant to the Performance Warrant Agreement, and subject to the terms and conditions thereof, beginning on January 1, 2017, the Performance Warrant was to become exercisable, subject to the potential acceleration of exercisability upon the occurrence of a change in control of the Issuer (the "Trigger Date"). Because the Merger constituted a change in control, the Trigger Date occurred on, and the Performance Warrant was exercised effective as of, December 5, 2016. The Performance Warrant was scheduled to expire, if not previously exercised, upon the last day of the year in which the Trigger Date occurred. /s/Alan Shapiro, Attorney-in-Fact 2016-12-06