Sec Form 4 Filing - Colo J Shawn @ DEMAND MEDIA INC. - 2014-08-18

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

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1. Name and Address of Reporting Person Colo J Shawn 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 X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) C/O DEMAND MEDIA, INC., 1655 26TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/18/2014 (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, $.0001 par value 08/18/2014 A 4,529 ( 1 ) A $ 9.11 20,336 ( 2 ) D Common Stock, $0.0001 par value 10,000 I See footnote ( 3 ) Common Stock, $0.0001 par value 157,254 I See footnote ( 4 ) Common Stock, $0.0001 par value 10,000 I See Footnote ( 5 )

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 Following Reported Transaction(s) (Instr. 4) 10. Owners hip 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Colo J Shawn C/O DEMAND MEDIA, INC. 1655 26TH STREET SANTA MONICA, CA90404 X President Signatures /s/ Daniel J. Weinrot, By: Daniel J. Weinrot as Attorney-in-Fact for Shawn J. Colo 08/20/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Colo was granted 4,529 vested Restricted Stock Units ("RSUs") in connection with continuing to serve as the Interim President and CEO from July 15 - August 11, 2014, which amount was pro-rated for services rendered as Interim CEO through August 11, 2014. Each RSU represents the right to receive one (1) share of DMD Common Stock, par value $0.0001 per share, for each RSU upon vesting. The RSUs vested in full on 08/18/2014. ( 2 )Includes 14,017 unvested restricted stock units. ( 3 )These securities are directly held by the Shawn J. Colo Grantor Retained Annuity Trust, dated 9/12/08, for which Mr. Colo is the trustee. Mr. Colo disclaims any beneficial ownership of these shares except to the extent of his pecuniary interest therein. ( 4 )These securities are directly held by the Colo and O'Neil Revocable Trust, dated 9/12/08, for which Mr. Colo is the trustee. ( 5 )These securities are directly held by the Deidre A. O'Neil Grantor Retained Annuity Trust, dated 9/12/08, for which Mr. Colo is the trustee. Mr. Colo disclaims any beneficial ownership of these shares except to the extent of his pecuniary interest therein.

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).

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