United Online Inc (UNTD): Cannell Capital Votes Against Merger with B. Riley Financial

Page 4 of 8 – SEC Filing

CUSIP No. 911268209

Page 4 of 8 Pages

Item 1.   Security and Issuer
		The title of the class of equity securities to which this Schedule 13D/A relates is the Common Stock par value $0.0001 per share of United Online, Inc., a Delaware corporation. The address of the principal executive offices of the Company is 21255 Burbank Boulevard, Suite 400, Woodland Hills, CA 91367.
Item 2.   Identity and Background
	a)	The name of the Reporting Person is J. Carlo Cannell (the “Reporting Person”). The Reporting Person is the sole managing member of Cannell Capital LLC, an investment sub-advisor for the Cuttyhunk Master Portfolio and investment adviser to the Cannell SMAs and to the following entities: Tonga Partners, L.P. Tristan Partners, L.P. Tristan Offshore Fund, Ltd. Set forth in the attached Annex “A” and incorporated herein by reference is a listing of the directors, general partners, managing members and controlling persons of the Reporting Person and the Investment Vehicles (collectively, the “Covered Persons”), and sets forth the principal occupation, citizenship and principal place of business of each Covered Person.
	b)	The principal business address of the Reporting Person is: 245 Meriwether Circle Alta, WY 83414
	c)	The principal business of the Reporting Person is the performance of investment management and advisory services. The principal business of the Investment Vehicles is investment in securities.
	d)	Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, in the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
	e)	Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, during the last five years, been a 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 violations with respect to such laws.
	f)	The place of organization of the Reporting Person is as follows: The citizenship of each Covered Person is set forth on the attached Annex A and incorporated herein by reference. Mr. J. Carlo Cannell is the Managing Member of Cannell Capital LLC, a Wyoming limited liability company.
Item 3.   Source and Amount of Funds or Other Consideration
		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: $632,891.92 The Cannell Investment Vehicles have invested an aggregate amount of approximately $7,514,944 in the Shares.