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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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OMB APPROVAL
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| Revolution WF Holdings LLC |
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2. Issuer Name and Ticker or Trading Symbol
Everyday Health, Inc. [EVDY]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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__X__ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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1717 RHODE ISLAND AVENUE, NW, 10TH FL., |
3. Date of Earliest Transaction (Month/Day/Year)
11/20/2014 |
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WASHINGTON, DC 20036 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
11/24/2014 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction 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 | 11/24/2014 |
| S |
| 39,476 | D |
$13.34 (1) | 4,203,218 | I | See Footnote (2) |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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. | SEC 1474 (9-02) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction 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
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(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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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Revolution WF Holdings LLC
1717 RHODE ISLAND AVENUE, NW, 10TH FL.
WASHINGTON, DC 20036 |
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X
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CASE STEPHEN M
C/O REVOLUTION WF HOLDINGS LLC
1717 RHODE ISLAND AVENUE, 10TH FLOOR
WASHINGTON, DC 20036 |
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X
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Revolution LLC
C/O REVOLUTION WF HOLDINGS LLC
1717 RHODE ISLAND AVENUE NW, 10TH FLOOR
WASHINGTON, DC 20036 |
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X
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REVOLUTION MANAGEMENT CO LLC
C/O REVOLUTION WF HOLDINGS LLC
1717 RHODE ISLAND AVENUE NW, 10TH FLOOR
WASHINGTON, DC 20036 |
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X
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Stephen M Case Revocable Trust
C/O REVOLUTION WF HOLDINGS LLC
1717 RHODE ISLAND AVENUE NW, 10TH FLOOR
WASHINGTON, DC 20036 |
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X
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Signatures
| /s/Darren DeStefano, Attorney-in-Fact | |
11/26/2014 |
| **Signature of Reporting Person | Date |
| Darren DeStefano, Attorney-in-Fact | |
11/26/2014 |
| **Signature of Reporting Person | Date |
| Darren DeStefano, Attorney-in-Fact | |
11/26/2014 |
| **Signature of Reporting Person | Date |
| Darren DeStefano, Attorney-in-Fact | |
11/26/2014 |
| **Signature of Reporting Person | Date |
| Darren DeStefano, Attorney-in-Fact | |
11/26/2014 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (1) | The price reported in Column 4 is a weighted average price. These shares were sold in several transactions at prices ranging from $13.08 - $13.45, 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 (1) to this Form 4. |
| (2) | Revolution WF Holdings LLC ("Revolution WF") is the holder of the Issuer's securities. Revolution Management Company LLC ("Management") owns a majority in interest of 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:
This Amendment is being filed solely to include Footnote 1 hereto, which was inadvertently omitted from the reporting persons' original filing on Form 4 filed with the Securities and Exchange Commission on November 24, 2014. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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