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Filing Details

Accession Number:: 0001365038-12-000057
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-10-17 20:11:14
Reporting Period:: 2012-10-15

Filing Date:: 2012-10-17
Accepted Time:: 2012-10-17 20:11:14
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1365038	Demand Media Inc.	DMD	Services-Computer Processing & Data Preparation (7374)	204731239

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1504471	Richard M Rosenblatt	C/O Demand Media, Inc. 1299 Ocean Avenue, Suite 500 Santa Monica CA 90401	Ceo & Chairman Of The Board	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, $0.0001 Par Value	Disposition	2012-10-15	40,400	$10.34	3,319,399	No	4	S	Indirect	See footnote
Common Stock, $0.0001 Par Value	Disposition	2012-10-16	29,000	$10.20	3,290,399	No	4	S	Indirect	See footnote
Common Stock, $0.0001 Par Value	Disposition	2012-10-17	80,600	$9.96	3,209,799	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, $0.0001 Par Value	429,222	Indirect	See footnote

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock, $0.0001 Par Value	Stock Option (right to buy)	$2.00	2013-04-19	1,000,000	1,000,000	Direct
Common Stock, $0.0001 Par Value	Stock Option (right to buy)	$3.20	2019-02-24	14,807	14,807	Direct
Common Stock, $0.0001 Par Value	Stock Option (right to buy)	$9.50	2019-06-08	2,100,000	2,100,000	Direct
Common Stock, $0.0001 Par Value	Stock Option (right to buy)	$18.00	2020-08-02	1,150,000	1,150,000	Direct
Common Stock, $0.0001 Par Value	Stock Option (right to buy)	$24.00	2020-08-02	1,150,000	1,150,000	Direct
Common Stock, $0.0001 Par Value	Stock Option (right to buy)	$30.00	2020-08-02	1,150,000	1,150,000	Direct
Common Stock, $0.0001 Par Value	Stock Option (right to buy)	$36.00	2020-08-02	1,150,000	1,150,000	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2013-04-19	1,000,000	1,000,000	Direct
2019-02-24	14,807	14,807	Direct
2019-06-08	2,100,000	2,100,000	Direct
2020-08-02	1,150,000	1,150,000	Direct
2020-08-02	1,150,000	1,150,000	Direct
2020-08-02	1,150,000	1,150,000	Direct
2020-08-02	1,150,000	1,150,000	Direct

Footnotes

The sales reported in this Form 4 were effected pursuant to Rule 10b5-1 trading plans previously adopted by the reporting person.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.15 to $10.49, inclusive. The reporting person undertakes to provide Demand Media, Inc., any security holder of Demand Media, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price set forth in this footnote.
Shares held by The Rosenblatt Family Trust U/A/D 9/29/2000, for which the reporting person is a trustee.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.15 to $10.29, inclusive. The reporting person undertakes to provide Demand Media, Inc., any security holder of Demand Media, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.90 to $10.20, inclusive. The reporting person undertakes to provide Demand Media, Inc., any security holder of Demand Media, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price set forth in this footnote.
Shares held by the Rosenblatt 2007 Grantor Retained Annuity Trust dated July 12, 2007, for which the reporting person is a trustee.
100% of the shares subject to the option are fully vested and exercisable.
The shares subject to the option vest in 48 equal installments on each monthly anniversary of the vesting commencement date (April 1, 2009) over the four year vesting period, subject to Mr. Rosenblatt's continued employment with the Issuer through the applicable vesting date.
The shares subject to the option vest and become exercisable in 36 substantially equal monthly installments, starting on the second anniversary of the closing of the Issuer's initial public offering (the "Effective Date") and on each monthly anniversary of such date over the three year period thereafter (for a total vesting period of five years from the Effective Date), subject to Mr. Rosenblatt's continued employment with the Issuer through the applicable vesting date.