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

Page 5 of 8 – SEC Filing

CUSIP No. 911268209

Page 5 of 8 Pages

Item 4.   Purpose of Transaction
		Mr. Cannell, on behalf of the Investment Vehicles, identified the Company as an entity satisfying each Fund’s investment criteria. The Funds acquired and continue to hold the Shares as a long-term investment. Mr. Cannell reserves the right to discuss various views and opinions with respect to the Company and its business plans with the Company or the members of its senior management. The discussion of such views and opinions may extend from ordinary day-to-day business operations to matters such as nominees for representation on the Company’s board of directors, senior management decisions and extraordinary business transactions. Mr. Cannell reserves the right to take such action as he may deem necessary from time to time to seek to maximize the value of the Shares. Such actions may include, but may not necessarily be limited to, pursuit of strategic initiatives to enhance shareholder value. Mr. Cannell amends this 13D to update the Shares held and to disseminate the letter attached as Exhibit 99. In addition to the actions set forth above, Mr. Cannell may engage in any of the actions specified in Items 4(a) through 4(j) to the Schedule 13D general instructions. Except as set forth above and in the Item 7 Exhibit below, Mr. Cannell has no present plans or proposals that relate to or would result in any of the transactions described in Item 4 of Schedule 13D.
Item 5.   Interest in Securities of the Issuer
		Based on information set forth in the Company’s Form 10-Q as filed with the Securities and Exchange Commission on May 10, 2015, there were 14,983,755 Common Shares with par value $0.0001 per share issued and outstanding as of May 6, 2015.
	a)	As of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Cannell Capital LLC may be deemed to beneficially own 684,210 Shares, or approximately 4.57% of the Shares deemed issued and outstanding as of the Reporting Date.
	b)	1. Sole power to vote or direct vote: 684,210 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 684,210 4. Shared power to dispose or direct the disposition: 0
	c)	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).
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			Entity	Date	Quantity	Price Per Share		Form Of Transaction
			Cannell SMAs	05/06/2016	5,405	10.7597		Sell
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	d)	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.
	e)	Not applicable.
Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
		None
Item 7.   Material to Be Filed as Exhibits
		Letter to the Chairman of the Board of United Online, Inc. dated June 17, 2016. Filed as Exhibit 99