SEC Form 4 · accession 0001209191-16-153706

Everyday Health, Inc. · EVDY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Benjamin Wolin

Officer — CEO · Director

Period of report

Dec 3, 2016

Accepted (ET)

Dec 6, 2016 · 5:33 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001358483

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F1	Dec 3, 2016	U	467,077	$10.50	D	168,172	D
Common Stock	Dec 5, 2016	X	233,331	$0.0001	A	401,503	D
Common Stock^F3	Dec 5, 2016	D	233,331	$10.50	D	168,172	D
Common Stock^F4	Dec 5, 2016	D	168,172	$10.50	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F5	$8.865	Dec 5, 2016	D	30,184	D	—	—	Common Stock	30,184	D
Employee Stock Option (Right to Buy^F5	$4.995	Dec 5, 2016	D	66,666	D	—	—	Common Stock	66,666	D
Employee Stock Option (Right to Buy)^F5	$5.76	Dec 5, 2016	D	130,090	D	—	—	Common Stock	130,090	D
Employee Stock Option (Right to Buy)^F5	$9.27	Dec 5, 2016	D	133,333	D	—	—	Common Stock	133,333	D
Employee Stock Option (Right to Buy)^F5	$6.345	Dec 5, 2016	D	133,333	D	—	—	Common Stock	133,333	D
Employee Stock Option (Right to Buy)^F5	$7.68	Dec 5, 2016	D	164,166	D	—	—	Common Stock	164,166	D
Call Option (Right to Buy)^F6,F7,F8	$0.0001	Dec 5, 2016	X	233,331	D	—	—	Common Stock	233,331	D

Explanation of responses

F1Disposed of pursuant to a cash tender offer conducted in accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated October 21, 2016, among the Issuer, Ziff Davis, LLC, a Delaware limited liability company(the "Parent"), Project Echo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser") and j2 Global, Inc. in exchange for cash consideration of $10.50 per share, without interest and less any applicable tax withholding. Pursuant to the Merger Agreement, the Purchaser merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger").
F2Acquired pursuant to the exercise of the Performance Warrant, as described below.
F3Pursuant to the terms of the Merger Agreement, these shares were cancelled and converted into the right to receive cash consideration of $10.50 per share (without interest and less any applicable tax withholding).
F4Pursuant to the terms of the Reporting Person's employment agreement with the Issuer, the vesting of restricted stock units for an aggregate of 168,172 shares was accelerated in connection with the Merger. Pursuant to the terms of the Merger Agreement, these accelerated restricted stock units were cancelled and converted into the right to receive cash consideration of $10.50 per share (without interest and less any applicable tax withholding).
F5Pursuant to the terms of the Merger Agreement, this option was cancelled and converted into the right to receive cash consideration of $10.50 per share subject to such stock option less the exercise price payable per share (without interest and less any applicable tax withholding).
F6Represents a performance warrant (the "Performance Warrant") granted to the Reporting Person and Michael Keriakos, the founders of the Issuer, as reflected in the Performance Warrant Agreement, as amended (the "Performance Warrant Agreement"), by and among the Reporting Person, Mr. Keriakos and certain other stockholders of the Issuer.
F7Pursuant to the Performance Warrant Agreement, and subject to the terms and conditions thereof, beginning on January 1, 2017, the Performance Warrant was to become exercisable, subject to the potential acceleration of exercisability upon the occurrence of a change in control of the Issuer (the "Trigger Date"). Because the Merger constituted a change in control, the Trigger Date occurred on, and the Performance Warrant was exercised effective as of, December 5, 2016.
F8The Performance Warrant was scheduled to expire, if not previously exercised, upon the last day of the year in which the Trigger Date occurred.