Riley Bryant R Form 4 UNITED ONLINE / BRYANT R RILEY 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

B. Riley Financial, Inc.

(Last) (First) (Middle)

21860 BURBANK BLVD.

SUITE 300 SOUTH

(Street)

WOODLAND HILLS CA 91367

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UNITED ONLINE INC [ UNTD ]

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)
07/01/2016

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	07/01/2016		S		659,283	D	(2)	0	I(1)(3)(4)	See notes
Common Stock	07/01/2016		S		21,203	D	(2)	0	I(5)(4)	See notes
Common Stock	07/01/2016		J		734,434	D	(8)	0	I(6)(4)	See notes
Common Stock	07/01/2016		S		2,750	D	(2)	0	D(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

1. Name and Address of Reporting Person^*

B. Riley Financial, Inc.

(Last) (First) (Middle)

21860 BURBANK BLVD.

SUITE 300 SOUTH

(Street)

WOODLAND HILLS CA 91367

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RILEY BRYANT R

(Last) (First) (Middle)

11000 SANTA MONICA BOULEVARD,

SUITE 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

B. Riley & Co., LLC

(Last) (First) (Middle)

11000 SANTA MONICA BOULEVARD,

SUITE 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BRC Partners Opportunity Fund, LP

(Last) (First) (Middle)

11000 SANTA MONICA BOULEVARD,

SUITE 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

World Funds Trust

(Last) (First) (Middle)

11000 SANTA MONICA BOULEVARD,

SUITE 800

(Street)

LOS ANGELES VA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

B. RILEY CAPITAL MANAGEMENT, LLC

(Last) (First) (Middle)

11000 SANTA MONICA BOULEVARD,

SUITE 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by BRC Partners Opportunity Fund, LP ("BPOF"), B. Riley Diversified Equity Fund (the "Mutual Fund"), B. Riley Capital Management, LLC ("BRCM"), B. Riley & Co., LLC ("BRC"), Bryant R. Riley and B. Riley Financial, Inc. ("BRF") (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the outstanding shares of Common Stock, par value $0.0001 per share ("United Common Stock"), of United Online, Inc., a Delaware corporation ("United" or the "Issuer"), reported herein except to the extent of his or its pecuniary interest therein.

2. In connection with the merger of Unify Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of B. Riley Financial, Inc. ("BRF"), with and into United Online, Inc. ("United"), on July 1, 2016, pursuant to the Agreement and Plan of Merger, dated May 4, 2016 (the "Merger Agreement"), by and among BRF, Merger Sub and United, shares of United Common Stock held by the Reporting Persons (except as described in footnote 8) were canceled and converted into the right to receive $11.00 per share in cash, subject to applicable tax withholding.

3. Represents an aggregate 659,283 shares of United Common Stock owned directly by BPOF.

4. BRCM serves as the investment manager and general partner of BPOF, and as the investment advisor to the Mutual Fund and of certain separately managed accounts (the "Separately Managed Accounts"). BRF is the parent company of BRCM and BRC. By virtue of these relationships, each of BRCM and BRF may be deemed to beneficially own the shares of United Common Stock owned directly by BPOF and the Mutual Fund and held in the Separately Managed Accounts, and BRF may also be deemed to beneficially own the Shares owned directly by BRC.

5. Represents 21,203 shares of United Common Stock owned directly by the Mutual Fund.

6. Represents 734,434 shares of United Common Stock owned directly by BRC.

7. Represents 2,750 shares of United Common Stock owned directly by Bryant R. Riley.

8. Pursuant to the terms of the Merger Agreement, the shares of United Common Stock held by BRC were canceled for no consideration.

	/s/ Bryant R. Riley, Chief Executive Officer of B. Riley Capital Management, LLC, General Partner of BRC PARTNERS OPPORTUNITY FUND, LP	07/01/2016
	/s/ Bryant R. Riley, Chief Executive Officer of B. Riley Capital Management, LLC, Investment Advisor of B. RILEY DIVERSIFIED EQUITY FUND	07/01/2016
	/s/ Bryant R. Riley, Chief Executive Officer of B. RILEY CAPITAL MANAGEMENT, LLC	07/01/2016
	/s/ Bryant R. Riley, Chairman of B. RILEY & CO., LLC	07/01/2016
	/s/ Bryant R. Riley	07/01/2016
	/s/ Bryant R. Riley, Chief Executive Officer of B. RILEY FINANCIAL, INC	07/01/2016
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.