SEC Form 4 · accession 0001209191-16-153721

Everyday Health, Inc. · EVDY

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

Table I — non-derivative securities

Table II — derivative securities

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").
• F10Pursuant to the Performace 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.
• F11The Performance Warrant was scheduled to expire, if not previously exercised, upon the last day of the year in which the Trigger Date occurred.
• F2Pursuant to the terms of the award, the vesting of restricted stock units for an aggregate of 16,375 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).
• F3RMV VI, L.L.C. ("RMV VI") is the general partner of Rho Ventures VI, L.P. ("RV VI") and Rho Capital Partners LLC ("RCP") is the managing member of RMV VI, Rho Ventures III Holdings LLC ("RV III"), Rho Ventures II Holdings LLC ("RV II"), Rho Venture Partners Holdings LLC ("RVP Holdings") and Rho Investment Partners Holdings LLC ("RIP Holdings"). As such, RMV VI and RCP possess power to direct the voting and disposition of the shares owned by RV VI, RV III, RV II, RVP Holdings and RIP Holdings and may be deemed to have indirect beneficial ownership of the shares held by RV VI, RV III, RV II, RVP Holdings and RIP Holdings. RMV VI holds no shares of the issuer directly.
• F4The Reporting Person (a member of the board of directors of the Issuer), Mark Leschly and Joshua Ruch are managing members of RCP and as such possess power to direct the voting and disposition of the shares owned by RV VI, RV III, RV II, RVP Holdings, RIP Holdings and RCP and may be deemed to have indirect beneficial ownership of the shares held by RV VI, RV III, RV II, RVP Holdings, RIP Holdings and RCP.
• F5Shares disposed of pursuant to the cash tender offer conducted in accordance with the Merger Agreement were held as follows: (a) 2,445,350 shares held by RV VI; (b) 594,631 shares held by RV III; (c) 895,680 shares held by RIP Holdings; and (d) 856 shares held by RCP.
• F6Represents shares underlying a performance warrant (the "Performance Warrant") granted to Benjamin Wolin 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. Wolin, Mr. Keriakos and certain other stockholders of the Issuer.
• F7Disposed of pursuant to the exercise of the Performance Warrant, as described in footnote (10) below.
• F8Shares disposed of pursuant to the exercise of the Performance Warrant were held as follows: (a) 27,725 shares held by RV III; (b) 30,931 shares held by RV II; (c) 58,712 shares held by RVP Holdings; (d) 53,586 shares held by RIP Holdings; and (e) 51 shares held by RCP.
• F9Represents the Performance Warrant.