Form SC 13D UNITED ONLINE INC Filed by: CANNELL CAPITAL LLC

NAME OF REPORTING PERSON

Cannell Capital LLC

I.R.S. Identification Nos. of above persons (entities only)

94-3366999

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☑

(b)  ☐

SEC USE ONLY

SOURCE OF FUNDS

(see instructions)

WC/OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)  ☐ or 2(e)  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

SOLE VOTING POWER*

712,730

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER*

712,730

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

712,730

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐

(see instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

4.82%*

TYPE OF REPORTING PERSON

IA

NAME OF REPORTING PERSON

J. Carlo Cannell

I.R.S. Identification Nos. of above persons (entities only)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☑

(b)  ☐

SEC USE ONLY

SOURCE OF FUNDS

(see instructions)

WC/OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)  ☐ or 2(e)  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

SOLE VOTING POWER*

712,730

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER*

712,730

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

712,730

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐

(see instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

4.82%*

TYPE OF REPORTING PERSON

IN

NAME OF REPORTING PERSON

Howard Marks

I.R.S. Identification Nos. of above persons (entities only)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☑

(b)  ☐

SEC USE ONLY

SOURCE OF FUNDS

(see instructions)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)  ☐ or 2(e)  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

SOLE VOTING POWER*

0

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER*

0

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐

(see instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

0.00%

TYPE OF REPORTING PERSON

IN

This statement is filed by:

(i)     Cannell Capital LLC, a Wyoming limited liability company (“Cannell Capital”);

(ii)    J. Carlo Cannell;

(iii)   Howard Marks

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

The address of the principal office of each of Cannell Capital and J. Carlo Cannell is PO Box 3459, 150 East Hansen Avenue, Jackson, WY 83001-3459. The principal address of Howard Marks is 604 Arizona Avenue, Santa Monica, CA 90401.

The principal business of Cannell Capital is investment management and advisory services. The principal business of Mr. Cannell is the performance of investment management and advisory services. The principal business of Mr. Marks is acting as the managing partner of Start Engine, L.L.C.

No Reporting Person, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

No Reporting Person, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Each of Messrs. Cannell and Marks is a citizen of the United States.

The Shares purchased by Cannell Capital were purchased using working capital of each of the following entities (collectively, the “Cannell Investment Vehicles”) as follows:

Tonga: $880,821.96

Cuttyhunk: $420,737.53

Tristan: $3,737,704.62

Tristan Offshore: $1,842,788.45

Cannell SMAs: $948,308.27

The Cannell Investment Vehicles have invested an aggregate amount of approximately $7,830,360.83 in the Shares.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavour to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

On November 3, 2015, the Reporting Persons formed a group known as Concerned Shareholders of United Online. The Reporting Persons intend to discuss with both the management and the board of directors of the Issuer (the “Board”) the nomination and election of directors at the Issuer’s 2016 Annual Meeting and the composition of the Board generally, as well as ways to enhance stockholder value.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Company on a continuing basis. Depending on various factors including, without limitation, the Company’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation and in addition to the actions outlined above, continuing to engage in communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about the Company and the Reporting Persons’ investment, making recommendations or proposals to the Issuer concerning changes to the capitalization, corporate structure, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

Based on information set forth in the Company's Form 10-Q as filed with the Securities and Exchange Commission on August 6, 2015, there were 14,774,031 Common Shares with par value $0.0001 per share issued and outstanding as of July 31, 2015.

Cannell Capital LLC

As of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Cannell Capital LLC may be deemed to beneficially own 712,230 Shares, or approximately 4.82% of the Shares deemed issued and outstanding as of the Reporting Date.

1. Sole power to vote or direct vote: 712,730
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 712,730
4. Shared power to dispose or direct the disposition: 0
 

The following table details the transactions during the sixty days on or prior to the Reporting Date in Shares, or securities convertible into, exercisable for or exchangeable for the Shares, by Cannell Capital LLC or any other person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof (each of which was effected in an ordinary brokerage transaction by Cannell Capital LLC on behalf of the Investment Vehicles).

Per Share

Transaction

J. Carlo Cannell

As of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Cannell Capital LLC may be deemed to beneficially own 712,230 Shares, or approximately 4.82% of the Shares deemed issued and outstanding as of the Reporting Date.

1. Sole power to vote or direct vote: 712,730
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 712,730
4. Shared power to dispose or direct the disposition: 0
 

The following table details the transactions during the sixty days on or prior to the Reporting Date in Shares, or securities convertible into, exercisable for or exchangeable for the Shares, by Cannell Capital LLC or any other person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof (each of which was effected in an ordinary brokerage transaction by Cannell Capital LLC on behalf of the Investment Vehicles).

Per Share

Transaction

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

Not applicable.

Cannell Capital LLC

By:  /s/ J. Carlo Cannell                 

Name:  J. Carlo Cannell

Title:  Managing Member

By:  /s/ J. Carlo Cannell                 

Name:  J. Carlo Cannell

By:  /s/Howard Marks                   

Name:  Howard Marks

Name:

Title or Relationship with Reporting Person:

Principal Occupation or Employment:

Citizenship or Jurisdiction of Organization:

Principal Place of Business:

J. Carlo Cannell

Managing Member

Investment Management

Wyoming, United States

(1)

Name:

Title or Relationship with Reporting Person:

Principal Occupation or Employment:

Citizenship or Jurisdiction of Organization:

Principal Place of Business:

Cannell Capital LLC

Investment Adviser and General Partner

Investment Management

Wyoming, United States

(1)

Name:

Title or Relationship with Reporting Person:

Principal Occupation or Employment:

Citizenship or Jurisdiction of Organization:

Principal Place of Business:

Cannell Capital LLC

Investment Subadvisor

Investment Management

Cayman Islands

(3)

Name:

Title or Relationship with Reporting Person:

Principal Occupation or Employment:

Citizenship or Jurisdiction of Organization:

Principal Place of Business:

Cannell Capital LLC

Investment Adviser and General Partner

Investment Management

Wyoming, United States

(1)

Name:

Title or Relationship with Reporting Person:

Principal Occupation or Employment:

Citizenship or Jurisdiction of Organization:

Principal Place of Business:

Cannell Capital LLC

Investment Adviser

Investment Management

Cayman Islands

(2)

Cannell Capital LLC

By:  /s/ J. Carlo Cannell                 

Name:  J. Carlo Cannell

Title:  Managing Member

By:  /s/ J. Carlo Cannell                 

Name:  J. Carlo Cannell

By:  /s/Howard Marks                   

Name:  Howard Marks