United Online Inc - Statement of Changes in Beneficial Ownership (4)
February 20 2008 - 6:49PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Edwards Neil P
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2. Issuer Name
and
Ticker or Trading Symbol
UNITED ONLINE INC
[
UNTD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP, Finance, Treasurer & CAO
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(Last)
(First)
(Middle)
21301 BURBANK BOULEVARD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/15/2008
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(Street)
WOODLAND HILLS, CA 91367
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/15/2008
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A
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40000
(1)
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A
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$0
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199451
(2)
(3)
(4)
(5)
(6)
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D
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Common Stock
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2/15/2008
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A
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11500
(7)
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A
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$0
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210951
(2)
(3)
(4)
(5)
(6)
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D
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Common Stock
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2/15/2008
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A
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719
(7)
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A
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$0
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211670
(2)
(3)
(4)
(5)
(6)
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D
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Common Stock
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2/15/2008
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F
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9736
(8)
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D
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$11.49
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201934
(2)
(3)
(4)
(5)
(6)
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D
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Common Stock
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600
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I
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by daughter
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Common Stock
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200
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I
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by son
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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This represents an award of restricted stock units. Each unit will entitle the Reporting Person to one share of the Issuer's common stock upon vesting. The units will vest in three successive equal annual installments, subject to the Reporting Person's continued service with the Issuer measured from February 15, 2008.
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(
2)
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Includes a restricted stock unit award granted on March 25, 2005 for a total of 50,000 units. Each unit will entitle the Reporting Person to one share of the Issuer's common stock upon vesting. 25% of the total restricted stock unit award vested on February 15, 2006, and the balance vests in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service with the Issuer. 12,500 shares remain unissued under that award.
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(
3)
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Includes a restricted stock unit award granted on March 30, 2006 for a total of 30,000 units. Each unit will entitle the Reporting Person to one share of the Issuer's common stock upon vesting. 25% of the total restricted stock unit award vested on February 15, 2007, and the balance vests in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service with the Issuer. 15,000 shares remain unissued under that award.
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(
4)
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Includes a restricted stock unit award granted on February 15, 2007 for a total of 30,000 units. Each unit will entitle the Reporting Person to one share of the Issuer's common stock upon vesting. 25% of the total restricted stock unit award vested on February 15, 2008, and the balance vests in 12 equal quarterly installments thereafter, subject to the Reporting Person's continued service with the Issuer. 22,500 shares remain unissued under that award.
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(
5)
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Includes a restricted stock unit award granted on May 9, 2007 for a total of 40,000 units. Each unit will entitle the Reporting Person to one share of the Issuer's common stock upon vesting. 50% of the total restricted stock unit award will vest on May 15, 2008, and 50% of the total restricted stock unit award will vest on May 15, 2009, subject to the Reporting Person's continued service with the Issuer. 40,000 shares remain unissued under that award.
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(
6)
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Includes 40,000 shares subject to the reported restricted stock unit award.
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(
7)
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This represents an issuance of fully vested shares of the Issuer's common stock.
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(
8)
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Represents (i) 5,366 shares withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units and (ii) 4,370 shares withheld to satisfy the Reporting Person's tax withholding obligation in connection with the reported stock issuances.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Edwards Neil P
21301 BURBANK BOULEVARD
WOODLAND HILLS, CA 91367
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SVP, Finance, Treasurer & CAO
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Signatures
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Neil P. Edwards
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2/20/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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