SEC Form 4 · accession 0001209191-16-153711

Everyday Health, Inc. · EVDY

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

Reporting owner

Officer — EVP, Chief Financial Officer

Period of report

Dec 3, 2016

Accepted (ET)

Dec 6, 2016 · 5:37 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	Nature of ownership
Common Stock^F1	Dec 3, 2016	U	23,146	$10.50	D	123,357	D
Common Stock^F2	Dec 5, 2016	D	123,357	$10.50	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F3	$7.68	Dec 5, 2016	D	16,666	D	—	—	Common Stock	16,666	D
Employee Stock Option (Right to Buy)^F3	$8.865	Dec 5, 2016	D	20,123	D	—	—	Common Stock	20,123	D
Employee Stock Option (Right to Buy)^F3	$4.995	Dec 5, 2016	D	33,333	D	—	—	Common Stock	33,333	D
Employee Stock Option (Right to Buy)^F3	$6.345	Dec 5, 2016	D	66,666	D	—	—	Common Stock	66,666	D
Employee Stock Option (Right to Buy)^F3	$7.68	Dec 5, 2016	D	70,834	D	—	—	Common Stock	70,834	D

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").
F2Pursuant to the terms of the Reporting Person's employment agreement with the Issuer, the vesting of restricted stock units for an aggregate of 123,357 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).
F3Pursuant 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).