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

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*

684,210

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER*

684,210

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

684,210

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

(see instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

4.57%*

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*

684,210

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER*

684,210

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

684,210

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

(see instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

4.57%*

TYPE OF REPORTING PERSON

IN

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.

The principal business address of the Reporting Person is:

245 Meriwether Circle

Alta, WY 83414

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.

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).

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.

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.

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.

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.

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.

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

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

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)

By:  /s/ J. Carlo Cannell                 

Name:  J. Carlo Cannell

Cannell Capital LLC

By:  /s/ J. Carlo Cannell                 

Name:  J. Carlo Cannell

Title:  Managing Member