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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, DC 20549
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SCHEDULE 13D
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Under
the Securities Exchange Act of 1934
(Amendment No. 3)*
(Name
of Issuer)
Common Stock, $0.0001 Par Value
(Title
of Class of Securities)
(CUSIP
Number)
Mark R. Goldston
United Online, Inc.
21301 Burbank Boulevard
Woodland Hills, CA 91367
(818) 287-3000
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date
of Event Which Requires Filing of this Statement)
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box
o
.
The information required on
the remainder of this cover page shall not be deemed to be filed for the
purpose of Section 18 of the Securities Exchange Act of 1934 (the Act) or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act.
This Amendment No. 3 (this Amendment No. 3)
amends the Statement on Schedule 13D, dated May 9, 2005, as amended by
Amendment No. 1 thereto, dated March 2, 2006, and Amendment No. 2 thereto,
dated June 7, 2006, filed with the Securities and Exchange Commission by Mark
R. Goldston (the Reporting Person) relating to shares of the common stock,
$.0001 par value per share (the Common Stock), of United Online, Inc. (UOL).
The purpose of this Amendment No. 3 is to
report that as of August 26, 2008, the Reporting Person ceased to be the
beneficial owner of more than five percent of the Common Stock.
Item 5. Interest
in Securities of the Issuer.
The disclosure in Item 5 is hereby amended
and restated in its entirety as follows:
(a)
As of December 8, 2008, the Reporting Person was the beneficial owner
of 3,590,079 shares of Common Stock, which comprises 4.2% of the 84,772,599
shares of Common Stock outstanding as of December 8, 2008 (including shares
subject to the Reporting Persons options which are currently exercisable or
which will become exercisable within 60 days of December 8, 2008). The
Reporting Persons beneficial ownership includes 2,669,457 shares subject to
options which are currently exercisable or which will become exercisable within
60 days of December 8, 2008.
(b)
As of December 8, 2008, the Reporting Person had (i) sole power to vote
2,669,457 shares of Common Stock; (ii) shared power to vote 920,622 shares of
Common Stock, which are owned by the Mark and Nancy Jane Goldston Family Trust
dated November 8, 1997 (the Trust Shares); (iii) sole power to dispose of
2,669,457 shares of Common Stock; and (iv) shared power to dispose the 920,622
Trust Shares.
(c)
The Reporting Person has not effected any transactions in UOLs Common
Stock during the sixty days preceding the date hereof.
(d)
Except for the Trust Shares, no other person has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock beneficially owned by the Reporting Person.
(e)
On August 26, 2008, the Reporting Person ceased to be the beneficial
owner of more than five percent of the Common Stock. In connection with the acquisition of FTD
Group, Inc. by UOL on August 26, 2008, UOL issued approximately 12.3 million
shares of Common Stock to the stockholders of FTD Group, Inc. As a result of the increase in the total
number of outstanding shares of Common Stock, the Reporting Persons beneficial
ownership interest in the Common Stock decreased below five percent.
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