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Form 4 DEMAND MEDIA INC. For: May 04 Filed by: Glaser Rachel C

May 6, 2015 8:44 PM EDT
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
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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 *
Glaser Rachel C
(Last) (First) (Middle)
1655 26TH STREET
(Street)
SANTA MONICA CA 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/04/2015
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)
Code V Amount (A) or (D) Price
Common Stock, $.0001 par value 05/04/2015   A   75,000 (1) A $ 0 75,000 (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock, $.0001 par value $ 6.50 05/04/2015   A   200,000     (3) 05/04/2025 Common Stock 200,000.00 $ 0 200,000 D  
Explanation of Responses:
1. In connection with Ms. Glaser's appointment as the Company's CFO, Ms. Glaser was granted 75,000 restricted stock units ("RSUs"). Each RSU represents the right to receive one share of DMD common stock upon vesting. Subject to Ms. Glaser's continued employment through the vesting date, 25,000 RSUs shall vest on May 15, 2016 and the remaining 50,000 RSUs shall vest in eight (8) substantially equal installments on each three-month anniversary thereafter.
2. Includes 75,000 unvested RSUs.
3. In connection with Ms. Glaser's appointment as the Company's CFO, Ms. Glaser was granted 200,000 non-qualified stock options. Subject to Ms. Glaser's continued employment through the applicable vesting date, approximately one-third (1/3) of the shares subject to the stock option shall vest and become exercisable on April 13, 2016, and an additional 1/36th of the shares subject to the stock option shall vest and become exercisable on each monthly anniversary of April 13, 2016 thereafter through and including April 13, 2018.
/s/Daniel J. Weinrot, By: Daniel J. Weinrot by power of attorney for Rachel C. Glaser 05/06/2015
** 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.

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