Leschly Mark Form 4 Everyday Health / JOSHUA RUCH ownership change

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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X

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^*

Rho Capital Partners LLC

(Last) (First) (Middle)

C/O RHO VENTURES,

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Everyday Health, Inc. [ EVDY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2016

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

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

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/03/2016		U(1)		4,397,630	D	$10.5(1)	176,690	I	See Footnote(2)(3)(4)
Common Stock(5)	12/05/2016		X(6)		176,690	D	$0.0001	0	I	See Footnote(3)(4)(7)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Call Option (Obligation to Sell)(8)	$0.0001	12/05/2016		X			176,690	(9)	(10)	Common Stock	176,690	$0.00	0	I	See Footnote(3)(4)(7)

1. Name and Address of Reporting Person^*

Rho Capital Partners LLC

(Last) (First) (Middle)

C/O RHO VENTURES,

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Rho Ventures II Holdings LLC

(Last) (First) (Middle)

C/O RHO VENTURES,

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Rho Ventures III Holdings LLC

(Last) (First) (Middle)

C/O RHO VENTURES,

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Rho Ventures Partners Holdings LLC

(Last) (First) (Middle)

C/O RHO VENTURES

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Rho Investment Partners Holdings LLC

(Last) (First) (Middle)

C/O RHO VENTURES,

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RHO Ventures VI LP

(Last) (First) (Middle)

C/O RHO VENTURES,

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RMV VI, L.L.C.

(Last) (First) (Middle)

C/O RHO VENTURES

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RUCH JOSHUA

(Last) (First) (Middle)

C/O RHO VENTURES,

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LESCHLY MARK

(Last) (First) (Middle)

C/O RHO VENTURES,

152 WEST 57TH STREET, 23RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. Disposed of pursuant to a cash tender offer conducted in accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated October 21, 2016, among the Issuer, Ziff Davis, LLC, a Delaware limited liability company (the "Parent"), Project Echo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser") and j2 Global, Inc. in exchange for cash consideration of $10.50 per share, without interest and less any applicable tax withholding. Pursuant to the Merger Agreement, the Purchaser merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger").

2. Shares disposed of pursuant to the cash tender offer conducted in accordance with the Merger Agreement were held as follows: (a) 2,445,350 shares held by Rho Ventures VI, L.P. ("RV VI"); (b) 594,631 shares held by Rho Ventures III Holdings LLC ("RV III"); (c) 895,680 shares held by Rho Investment Partners Holdings LLC ("RIP Holdings"); (d) 856 shares held by Rho Capital Partners LLC ("RCP"); (e) 84,754 shares held by Pinnacle Investment Partners "Q-4", L.P. ("Q-4"); (f) 59,311 shares held by Joshua Ruch ("Ruch"); (g) 313,914 shares held in an account managed by Ruch (the "Managed Account"); (h) 270 shares held in trusts for Ruch's children and in respect of which Ruch is a trustee; and (i) 2,864 shares held by Mark Leschly ("Leschly").

3. RMV VI, L.L.C. ("RMV VI") is the general partner of RV VI and RCP is the managing member of RMV VI, RV III, Rho Ventures II Holdings LLC ("RV II"), Rho Venture Partners Holdings LLC ("RVP Holdings") and RIP Holdings. As such, RMV VI and RCP possess power to direct the voting and disposition of the shares owned by RV VI, RV III, RV II, RVP Holdings and RIP Holdings and may be deemed to have indirect beneficial ownership of the shares held by RV VI, RV III, RV II, RVP Holdings and RIP Holdings. RMV VI holds no shares of the Issuer directly. Ruch, Habib Kairouz and Leschly are managing members of RCP and as such possess power to direct the voting and disposition of the shares owned by RV VI, RV III, RV II, RVP Holdings, RIP Holdings and RCP and may be deemed to have indirect beneficial ownership of the shares held by RV VI, RV III, RV II, RVP Holdings, RIP Holdings and RCP.

4. Pinnacle Management Partners LLC ("PMP") is the general partner of Q4 and RUGU Partners LLC ("Rugu") is the managing member of PMP. As such, PMP and Rugu possess power to direct the voting and disposition of the shares owned by Q4 and may be deemed to have indirect beneficial ownership of the shares held by Q4. PMP and Rugu hold no shares of the Issuer directly. Ruch is the managing member of Rugu and as such possesses power to direct the voting and disposition of the shares owned Q4 and may be deemed to have indirect beneficial ownership of the shares held by Q4.

5. Represents shares underlying a performance warrant (the "Performance Warrant") granted to Benjamin Wolin and Michael Keriakos, the founders of the Issuer, as reflected in the Performance Warrant Agreement, as amended (the "Performance Warrant Agreement"), by and among the Reporting Person, Mr. Wolin, Mr. Keriakos and certain other stockholders of the Issuer.

6. Disposed of pursuant to the exercise of the Performance Warrant, as described in footnote (9) below.

7. Shares disposed of pursuant to the exercise of the Performance Warrant were held as follows: (a) 27,725 shares held by RV III; (b) 30,931 shares held by RV II; (c) 58,712 shares held by RVP Holdings; (d) 53,586 shares held by RIP Holdings; (e) 51 shares held by RCP; (f) 5,070 shares held by Q4; (g) 5 shares held by Ruch; and (h) 610 shares held by the Managed Account.

8. Represents the Performance Warrant.

9. Pursuant to the Performace Warrant Agreement, and subject to the terms and conditions thereof, beginning on January 1, 2017, the Performance Warrant was to become exercisable, subject to the potential acceleration of exercisability upon the occurrence of a change in control of the Issuer (the "Trigger Date"). Because the Merger constituted a change in control, the Trigger Date occurred on, and the Performance Warrant was exercised effective as of, December 5, 2016.

10. The Performance Warrant was scheduled to expire, if not previously exercised, upon the last day of the year in which the Trigger Date occurred.

Remarks:

	/s/Alan Shapiro, Attorney-in-Fact	12/06/2016
	Alan Shapiro, Attorney-in-Fact	12/06/2016
	Alan Shapiro, Attorney-in-Fact	12/06/2016
	Alan Shapiro, Attorney-in-Fact	12/06/2016
	Alan Shapiro, Attorney-in-Fact	12/06/2016
	Alan Shapiro, Attorney-in-Fact	12/06/2016
	Alan Shapiro, Attorney-in-Fact	12/06/2016
	Alan Shapiro, Attorney-in-Fact	12/06/2016
	Alan Shapiro, Attorney-in-Fact	12/06/2016
	** Signature of Reporting Person	Date
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