Sec Form 4 Filing - James G Joshua @ DEMAND MEDIA INC. - 2014-08-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person James G Joshua 2. Issuer Name and Ticker or Trading Symbol DEMAND MEDIA INC. [ DMD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O DEMAND MEDIA, INC., 1655 26TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/07/2014 (Street) SANTA MONICA, CA90404 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $0.0001 par value 08/07/2014 D( 1 ) 15,002 ( 2 ) D 7,498 ( 2 ) D Common Stock, $0.0001 par value 08/07/2014 A( 1 ) 5,286 ( 3 ) A 6,785 ( 3 ) ( 4 ) D Common Stock, $0.0001 par value 4,545 ( 3 ) I See footnote ( 5 ) Common Stock, $0.0001 par value 2,000 ( 3 ) I See footnote ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Fol lowing Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 7.7 ( 7 ) 08/07/2014 D( 8 ) 37,500 ( 2 ) ( 8 ) 03/03/2020 Common Stock 37,500 ( 2 ) ( 8 ) 0 D Stock Option (right to buy) $ 13 ( 9 ) 08/07/2014 A( 8 ) 6,820 ( 3 ) ( 8 ) 03/03/2020 Common Stock 6,820 ( 3 ) ( 8 ) 6,820 ( 3 ) D Stock Option (right to buy) $ 13.86 ( 7 ) 08/07/2014 D( 8 ) 15,000 ( 2 ) ( 8 ) 06/29/2021 Common Stock 15,000 ( 2 ) ( 8 ) 0 D Stock Option (right to buy) $ 13 ( 9 ) 08/07/2014 A( 8 ) 1,885 ( 3 ) ( 8 ) 06/29/2021 Common Stock 1,885 ( 3 ) ( 8 ) 1,885 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other James G Joshua C/O DEMAND MEDIA, INC., 1655 26TH STREET SANTA MONICA, CA90404 X Signatures /s/ Daniel J. Weinrot, By: Daniel J. Weinrot as Attorney-in-Fact for Joshua G. James 08/08/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the adjustment of an outstanding restricted stock unit ("RSU") award, resulting in the deemed cancellation of the "old" RSUs and the grant of replacement RSUs, in a transaction exempt from Section 16(b) pursuant to Rule 16b-3. The adjustment was made pursuant to Article III of the Employee Matters Agreement between Demand Media, Inc. (the "Issuer") and Rightside Group, Ltd., dated as of August 1, 2014, and included as Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2014 (the "Employee Matters Agreement"). Each RSU represents the right to receive one share of DMD Common Stock, par value $0.0001 per share, for each RSU upon vesting. ( 2 )The number of securities does not reflect the one-for-five (1:5) reverse stock split of the Issuer's common stock effective August 1, 2014 (the "Reverse Stock Split") or, if applicable, adjustments pursuant to the Employee Matters Agreement. ( 3 )The number of securities reflects the Reverse Stock Split and, if applicable, adjustments pursuant to the Employee Matters Agreement. ( 4 )Includes 5,286 unvested RSUs. ( 5 )These securities are directly held by Cocolalla, LLC, of which the reporting person is the managing member. ( 6 )These securities are directly held by The James Family Charitable Remainder Trust dated October 13, 2009, Leeland S. McCullough Trustee (the "Trust"), of which the reporting person and his immediate family members are beneficiaries. The reporting person continues to report beneficial ownership of all securities held by the Trust but disclaims beneficial ownership of the shares held by the Trust except to the extent of his and his immediate family members' pecuniary interest therein. ( 7 )The exercise price of the derivative security does not reflect the adjustments pursuant to the Employee Matters Agreement, including adjustments to reflect the Reverse Stock Split. ( 8 )Represents the adjustment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option, in a transaction exempt from Section 16(b) pursuant to Rule 16b-3. The adjustment was made pursuant to Article III of the Employee Matters Agreement. 100% of the shares subject to the option are fully vested and exercisable. ( 9 )The exercise price of the derivate security reflects the adjustments pursuant to the Employee Matters Agreement, including adjustments to reflect the Reverse Stock Split.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.