Everyday Health (EVDY) Form 4 Everyday Health / STEPHEN M CASE 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^*

Revolution WF Holdings LLC

(Last) (First) (Middle)

1717 RHODE ISLAND AVENUE, NW, 10TH FL.

(Street)

WASHINGTON DC 20036

(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)
08/05/2015

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	08/05/2015		S(1)		9,482	D	$12.18(2)	3,185,171	I	See Footnote(3)

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^*

Revolution WF Holdings LLC

(Last) (First) (Middle)

1717 RHODE ISLAND AVENUE, NW, 10TH FL.

(Street)

WASHINGTON DC 20036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CASE STEPHEN M

(Last) (First) (Middle)

C/O REVOLUTION WF HOLDINGS LLC

1717 RHODE ISLAND AVENUE, 10TH FLOOR

(Street)

WASHINGTON DC 20036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Revolution LLC

(Last) (First) (Middle)

C/O REVOLUTION WF HOLDINGS LLC

1717 RHODE ISLAND AVENUE NW, 10TH FLOOR

(Street)

WASHINGTON DC 20036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

REVOLUTION MANAGEMENT CO LLC

(Last) (First) (Middle)

C/O REVOLUTION WF HOLDINGS LLC

1717 RHODE ISLAND AVENUE NW, 10TH FLOOR

(Street)

WASHINGTON DC 20036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stephen M Case Revocable Trust

(Last) (First) (Middle)

C/O REVOLUTION WF HOLDINGS LLC

1717 RHODE ISLAND AVENUE NW, 10TH FLOOR

(Street)

WASHINGTON DC 20036

(City) (State) (Zip)

Explanation of Responses:

1. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by Revolution WF Holdings LLC ("Revolution WF") effective as of June 5, 2015.

2. The price reported in Column 4 is a weighted average price. These shares were sold in several transactions at prices ranging from $11.97 - $12.50, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4.

3. Revolution WF is the holder of the Issuer's securities. Revolution Management Company LLC ("Management") wholly-owns Revolution WF. Revolution LLC wholly-owns Management and The Stephen M. Case Revocable Trust (the "Trust") owns a majority in interest of Revolution LLC. Stephen M. Case is the sole Trustee of the Trust and may be deemed to have the power to vote and dispose of the shares held by Revolution WF. Each of the reporting persons disclaims beneficial ownership of the shares owned by Revolution WF except to the extent of his or its respective pecuniary interest therein.

Remarks:

	/s/Darren DeStefano, Attorney-in-Fact	08/06/2015
	/s/Darren DeStefano, Attorney-in-Fact	08/06/2015
	/s/Darren DeStefano, Attorney-in-Fact	08/06/2015
	/s/Darren DeStefano, Attorney-in-Fact	08/06/2015
	/s/Darren DeStefano, Attorney-in-Fact	08/06/2015
	** Signature of Reporting Person	Date
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