SEC FORM 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person ^*

James G Joshua

(Last)

(First)

(Middle)

C/O DEMAND MEDIA, INC., 1655 26TH STREET

(Street)

SANTA MONICA

90404

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.0001 par value	08/07/2014		D⁽¹⁾		15,002 ⁽²⁾	D	⁽¹⁾	7,498 ⁽²⁾	D
Common Stock, $0.0001 par value	08/07/2014		A⁽¹⁾		5,286 ⁽³⁾	A	⁽¹⁾	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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

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.

	/s/ Daniel J. Weinrot, By: Daniel J. Weinrot as Attorney-in-Fact for Joshua G. James	08/08/2014
	** Signature of Reporting Person	Date
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