EVDY SEC-arkiveringar - Everyday Health, Inc.- Årsredovisning, Fullmaktsutlåtande, prospekt

Grundläggande statistik

CIK

1358483

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Everyday Health, Inc.

SEC Filings (Chronological Order)

Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.

February 9, 2017	SC 13G/A	EVDY / Everyday Health, Inc. / Revolution WF Holdings LLC - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 (Amendment No. 2)* Everyday Health, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 300415 106 (CUSIP Number) December 31, 2016 (D
February 1, 2017	SC 13G/A	EVDY / Everyday Health, Inc. / RHO Ventures VI LP Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.
December 16, 2016	SC 13D/A	EVDY / Everyday Health, Inc. / GARDNER LEWIS ASSET MANAGEMENT L P Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Everyday Health, Inc. (Name of Issuer) Common Stock, $ 0.01 par value (Title of Class of Securities) 300415106 (CUSIP Number) Gardner Lewis Asset Management, L.P. Attn: Len Sorgini, Chief Compliance Officer 285 Wilmington West Chester Pike, Chadds Ford,
December 15, 2016	15-12B	Everyday Health FORM 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36371 EVERYDAY HEALTH, INC. (Exact name of registrant as specified in its
December 12, 2016	S-8 POS	Everyday Health S-8 POS As filed with the Securities and Exchange Commission on December 12, 2016 Registration No.
December 12, 2016	S-8 POS	Everyday Health S-8 POS As filed with the Securities and Exchange Commission on December 12, 2016 Registration No.
December 12, 2016	S-8 POS	Everyday Health S-8 POS As filed with the Securities and Exchange Commission on December 12, 2016 Registration No.
December 12, 2016	SC 13G/A	EVDY / Everyday Health, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Everyday Health, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 300415106 (CUSIP Number) November 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this
December 6, 2016	EX-99.25	EX-99.25 NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 19, 2016, pursuant to the provisions of Rule 12d2-2 (a).
December 5, 2016	EX-99.(A)(1)(H)	j2 Global, Inc.’s Ziff Davis Completes Tender Offer For All Outstanding Shares Of Everyday Health EX-99.(a)(1)(H) Exhibit (a)(1)(H) FOR IMMEDIATE RELEASE j2 Global, Inc.s Ziff Davis Completes Tender Offer For All Outstanding Shares Of Everyday Health NEW YORK, December 5, 2016 j2 Global, Inc. (NASDAQ: JCOM) and its subsidiary, Ziff Davis, LLC, today announced that Ziff Davis has successfully completed its tender offer to purchase all outstanding shares of the common stock of Everyday Health
December 5, 2016	SC TO-T/A	Everyday Health SC TO-T/A SC TO-T/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) Everyday Health, Inc. (Name of Subject Company (Issuer)) Project Echo Acquisition Corp., a wholly-owned subsidiary of Ziff Davis, LLC, (Offerors) a wholly-owned subsidiary of j2 Global, Inc. (Names of Fili
December 5, 2016	EX-99.(A)(1)(I)	j2 Global, Inc.’s Ziff Davis Completes Acquisition Of Everyday Health EX-99.(a)(1)(I) Exhibit (a)(1)(I) FOR IMMEDIATE RELEASE j2 Global, Inc.?s Ziff Davis Completes Acquisition Of Everyday Health NEW YORK, December 5, 2016 ? j2 Global, Inc. (NASDAQ: JCOM) and its subsidiary, Ziff Davis, LLC, today announced the completion of its acquisition of Everyday Health, Inc. (NYSE: EVDY) (?Everyday Health?). Following the completion of its successful tender offer to purchase
December 5, 2016	EX-3.1	AMENDED AND RESTATED CERTIFICATE OF INCORPORATION EVERYDAY HEALTH, INC. EX-3.1 2 t1602991ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EVERYDAY HEALTH, INC. FIRST: The name of the Corporation is Everyday Health, Inc. SECOND: The address of its registered office in the State of Delaware is 2711 Centerville Road Suite 400, City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address i
December 5, 2016	EX-3.2	Amended and Restated By-laws EVERYDAY HEALTH, INC. Exhibit 3.2 Amended and Restated By-laws of EVERYDAY HEALTH, INC. ARTICLE 1 - MEETINGS OF SHAREHOLDERS 1.1 Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held on such date and at such time as may be fixed by the Board of Directors and set forth in the notice of the meeting, for the election of directors and for the transaction of such business as may properly be
December 5, 2016	8-K	Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2016 EVERYDAY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-36371 80-0036062 (State or other jurisdiction of incorporation) (Commission
December 5, 2016	SC 14D9/A	Everyday Health AMENDMENT NO. 4 TO SCHEDULE 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 EVERYDAY HEALTH, INC. (Name of Subject Company) EVERYDAY HEALTH, INC. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 3004
November 23, 2016	SC 14D9/A	Everyday Health AMENDMENT NO. 3 TO SCHEDULE 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 EVERYDAY HEALTH, INC. (Name of Subject Company) EVERYDAY HEALTH, INC. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 3004
November 21, 2016	SC TO-T/A	Everyday Health SC TO-T/A SC TO-T/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Everyday Health, Inc. (Name of Subject Company (Issuer)) Project Echo Acquisition Corp., a wholly-owned subsidiary of Ziff Davis, LLC, (Offerors) a wholly-owned subsidiary of j2 Global, Inc. (Names of Fili
November 21, 2016	SC 14D9/A	Everyday Health AMENDMENT NO. 2 TO SCHEDULE 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 EVERYDAY HEALTH, INC. (Name of Subject Company) EVERYDAY HEALTH, INC. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 3004
November 17, 2016	SC 13D	EVDY / Everyday Health, Inc. / GARDNER LEWIS ASSET MANAGEMENT L P Activist Investment SC 13D 1 evdy110716.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Everyday Health, Inc. (Name of Issuer) Common Stock, $ 0.01 par value (Title of Class of Securities) 300415106 (CUSIP Number) Gardner Lewis Asset Management, L.P. Attn: Len Sorgini, Chief Compliance Officer 285 Wilmington West Ches
November 15, 2016	SC TO-T/A	Everyday Health SC TO-T/A SC TO-T/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Everyday Health, Inc. (Name of Subject Company (Issuer)) Project Echo Acquisition Corp., a wholly-owned subsidiary of Ziff Davis, LLC, (Offerors) a wholly-owned subsidiary of j2 Global, Inc. (Names of Fili
November 15, 2016	SC 14D9/A	Everyday Health AMENDMENT NO. 1 TO SCHEDULE 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 EVERYDAY HEALTH, INC. (Name of Subject Company) EVERYDAY HEALTH, INC. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 3004
November 15, 2016	EX-99.5(A)(I)	Tender Offer Q&A Please read the Notice and Statement at the bottom of this Q&A Exhibit 5(a)(i) Tender Offer Q&A Please read the Notice and Statement at the bottom of this Q&A 1.
November 8, 2016	EX-10.1	FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Exhibit 10.1 FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Fifth Amendment to Amended and Restated Credit Agreement (this “Amendment”) dated as of September 30, 2016, is by and among EVERYDAY HEALTH, INC., a Delaware corporation (“EDH”) EVERYDAY HEALTH MEDIA, LLC, a Delaware limited liability company (“EDH Media”), MEDPAGE TODAY, L.L.C., a New Jersey limited liability company (“Med
November 8, 2016	10-Q	Everyday Health FORM 10-Q (Quarterly Report) 10-Q 1 t160067910q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commis
November 2, 2016	SC 14D9	Everyday Health SCHEDULE 14D-9 t1602614-sc14d9c - none - 4.1354135s TABLE OF CONTENTS ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ? EVERYDAY HEALTH, INC. (Name of Subject Company) EVERYDAY HEALTH, INC. (Name of Person Filing Statement) Common Stock, par value $0.01 p
November 2, 2016	SC TO-T	Everyday Health SC TO-T SC TO-T SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Everyday Health, Inc. (Name of Subject Company (Issuer)) Project Echo Acquisition Corp., a wholly-owned subsidiary of Ziff Davis, LLC, (Offerors) a wholly-owned subsidiary of j2 Global, Inc. (Names of Filing Persons (Parent o
November 2, 2016	EX-99.D.2	TENDER AGREEMENT EX-99.D.2 Exhibit (d)(2) TENDER AGREEMENT This Tender Agreement (this ?Agreement?), is effective October 21, 2016, by and among Ziff Davis, LLC, a Delaware limited liability company (?Parent?), Project Echo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (?Purchaser?), and [ ] (the ?Stockholder?). WHEREAS, Parent, Purchaser and Everyday Health, Inc., a Delaware co
November 2, 2016	EX-99.D.4	Rho Ventures 152 West 57th Street 23rd Floor New York, NY 10019 EX-99.D.4 Exhibit (d)(4) Rho Ventures 152 West 57th Street 23rd Floor New York, NY 10019 October 20, 2016 Confidential Everyday Health, Inc. 345 Hudson Street, 16th Floor New York, NY Project Echo Acquisition Corp. Ziff-Davis, LLC 28 East 28th Street New York, NY 10016 Re: Project Echo Ladies and Gentlemen: Reference is hereby made to that certain Agreement and Plan of Merger (as amended, restated
November 2, 2016	EX-99.A.1.D	Offer to Purchase for Cash All Outstanding Shares of Common Stock Everyday Health, Inc. $10.50 Net Per Share Pursuant to the Offer to Purchase Dated November 2, 2016 Project Echo Acquisition Corp. a direct wholly-owned subsidiary of Ziff Davis, LLC, EX-99.A.1.D Exhibit (a)(1)(D) November 2, 2016 Offer to Purchase for Cash All Outstanding Shares of Common Stock of Everyday Health, Inc. at $10.50 Net Per Share Pursuant to the Offer to Purchase Dated November 2, 2016 by Project Echo Acquisition Corp. a direct wholly-owned subsidiary of Ziff Davis, LLC, a wholly-owned subsidiary of j2 Global, Inc. To Brokers, Dealers, Banks, Trust Companies and o
November 2, 2016	EX-99.A.1.A	Offer to Purchase for Cash All Outstanding Shares of Common Stock Everyday Health, Inc. $10.50 Net Per Share Project Echo Acquisition Corp. a direct wholly-owned subsidiary of Ziff Davis, LLC, a wholly-owned subsidiary of j2 Global, Inc. EX-99.A.1.A Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Everyday Health, Inc. at $10.50 Net Per Share by Project Echo Acquisition Corp. a direct wholly-owned subsidiary of Ziff Davis, LLC, a wholly-owned subsidiary of j2 Global, Inc. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON FRIDAY
November 2, 2016	EX-99.A.1.G	ZIFF DAVIS COMMENCES CASH TENDER OFFER FOR ALL SHARES OF EVERYDAY HEALTH FOR $10.50 PER SHARE IN CASH EX-99.A.1.G Exhibit (a)(1)(G) NEWS RELEASE ZIFF DAVIS COMMENCES CASH TENDER OFFER FOR ALL SHARES OF EVERYDAY HEALTH FOR $10.50 PER SHARE IN CASH NEW YORK, NEW YORK.?November 2, 2016?Ziff Davis, LLC today announced that its wholly-owned merger subsidiary, Project Echo Acquisition Corp., has launched its previously announced tender offer for all shares of Everyday Health, Inc. (NYSE: EVDY) at a pric
November 2, 2016	EX-99.A.1.C	Notice of Guaranteed Delivery for Tender of Shares of Common Stock Everyday Health, Inc. $10.50 Net Per Share Pursuant to the Offer to Purchase Dated November 2, 2016 Project Echo Acquisition Corp. a direct wholly-owned subsidiary of Ziff Davis, LLC, EX-99.A.1.C Exhibit (a)(1)(C) Notice of Guaranteed Delivery for Tender of Shares of Common Stock of Everyday Health, Inc. at $10.50 Net Per Share Pursuant to the Offer to Purchase Dated November 2, 2016 by Project Echo Acquisition Corp. a direct wholly-owned subsidiary of Ziff Davis, LLC, a wholly-owned subsidiary of j2 Global, Inc. (Not to be used for Signature Guarantees) This Notice of Guarante
November 2, 2016	EX-99.A.1.B	Letter of Transmittal to Tender Shares of Common Stock Everyday Health, Inc. $10.50 Net Per Share in Cash Pursuant to the Offer to Purchase Dated November 2 2016 Project Echo Acquisition Corp., a direct wholly-owned subsidiary of Ziff Davis, LLC, a w EX-99.A.1.B Exhibit (a)(1)(B) Letter of Transmittal to Tender Shares of Common Stock of Everyday Health, Inc. at $10.50 Net Per Share in Cash Pursuant to the Offer to Purchase Dated November 2 2016 by Project Echo Acquisition Corp., a direct wholly-owned subsidiary of Ziff Davis, LLC, a wholly-owned subsidiary of j2 Global, Inc. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE ONE MINUTE AFTER 11:59 P.
November 2, 2016	EX-99.A.1.F	Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock Everyday Health, Inc. $10.50 Net Per Share Pursuant to the Offer to Purchase Dated November 2, 2016 Project Echo Acquisition Corp. a direct wholly-owned subsidiary of Ziff Da EX-99.A.1.F Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated November 2, 2016 (the ?Offer to Purchase?), and the related Letter of Transmittal and any amendments or supplements to the Offer to Purchase or Letter of Transmittal and, other t
November 2, 2016	EX-99.D.3	2 of 8 EX-99.D.3 Exhibit (d)(3) June 2, 2016 Vivek Shah, CEO Ziff Davis, LLC E28th St. New York, NY 10016 Re: Confidentiality Agreement Dear Vivek: In connection with the consideration by Ziff Davis, LLC (and its subsidiaries, collectively, ?you?) of a possible negotiated transaction (a ?Possible Transaction?) with Everyday Health, Inc. and/or its subsidiaries, affiliates or divisions (collectively, with
November 2, 2016	EX-99.A.1.E	Offer to Purchase for Cash All Outstanding Shares of Common Stock Everyday Health, Inc. $10.50 Net Per Share Pursuant to the Offer to Purchase Dated November 2, 2016 Project Echo Acquisition Corp. a direct wholly-owned subsidiary of Ziff Davis, LLC, EX-99.A.1.E 6 d213043dex99a1e.htm EX-99.A.1.E Exhibit (a)(1)(E) November 2, 2016 Offer to Purchase for Cash All Outstanding Shares of Common Stock of Everyday Health, Inc. at $10.50 Net Per Share Pursuant to the Offer to Purchase Dated November 2, 2016 by Project Echo Acquisition Corp. a direct wholly-owned subsidiary of Ziff Davis, LLC, a wholly-owned subsidiary of j2 Global, Inc. To Our Clients:
November 2, 2016	EX-99.1	Investors Presentation ® Third Quarter 2016 Results November 1, 2016 Certain statements in this presentation are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, particularly those regarding our EXHIBIT 99.1 Investors Presentation ? Third Quarter 2016 Results November 1, 2016 Certain statements in this presentation are ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995, particularly those regarding our 2016 Financial Guidance. Such forward-looking statements are subject to numerous assumptions, risks and uncertainties that could cause a
November 2, 2016	SC TO-C	Everyday Health SCHEDULE TO(C) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Everyday Health, Inc. (Name of Subject Company) j2 Global, Inc. (Names of Filing Person) Common Stock, $0.01 par value per share (Title of Class of Securities) 300415106 (CUSIP Number of Class of Se
October 21, 2016	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2016 EVERYDAY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-36371 80-0036062 (State or other jurisdiction of incorporation) (Commission
October 21, 2016	EX-99.1	Everyday Health Enters into Agreement to Be Acquired by j2 Global, Inc.’s Ziff Davis for $10.50 per Share in Cash Transaction follows a thorough strategic alternatives review process focused on maximizing shareholder value Provides significant premiu Exhibit 99.1 FOR IMMEDIATE RELEASE Everyday Health Enters into Agreement to Be Acquired by j2 Global, Inc.?s Ziff Davis for $10.50 per Share in Cash Transaction follows a thorough strategic alternatives review process focused on maximizing shareholder value Provides significant premium to Everyday Health shareholders NEW YORK, October 21, 2016 - Everyday Health, Inc. (NYSE: EVDY), a leading provid
October 21, 2016	EX-2.1	AGREEMENT AND PLAN OF MERGER Everyday Health, Inc., a Delaware corporation; Ziff Davis, LLC, a Delaware limited liability company; Project Echo Acquisition Corp., a Delaware corporation; and Solely with respect to Section 9.11 j2 Global, Inc., a Dela Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among: Everyday Health, Inc., a Delaware corporation; Ziff Davis, LLC, a Delaware limited liability company; Project Echo Acquisition Corp., a Delaware corporation; and Solely with respect to Section 9.11 j2 Global, Inc., a Delaware corporation Dated as of October 21, 2016 Table of Contents Page Section 1. THE OFFER 2 1.1 The Offer 2 1.2 C
October 21, 2016	SC14D9C	Everyday Health SCHEDULE 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 EVERYDAY HEALTH, INC. (Name of Subject Company) EVERYDAY HEALTH, INC. (Name of Person Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 300415 106 (CUSIP Numbe
October 21, 2016	EX-99.(I)	Dear employees, Exhibit (i) Dear employees, Today marks a significant milestone for our company ? one that is a direct result of all of your hard work.
October 21, 2016	EX-99.(II)	Everyday Health Transaction Employee FAQ Exhibit (ii) Everyday Health Transaction Employee FAQ 1. What was announced? ? We announced that our Board of Directors unanimously approved a transaction and subsequently signed definitive merger agreement pursuant to which Everyday Health will be acquired by Ziff Davis, a leading global digital media company in the technology, gaming, entertainment and lifestyle verticals that is interested in e
October 21, 2016	EX-99.1	j2 Global, Inc.’s Ziff Davis Announces Agreement to Acquire Everyday Health EX-99.1 Exhibit 99.1 j2 Global, Inc.?s Ziff Davis Announces Agreement to Acquire Everyday Health NEW YORK?(BUSINESS WIRE)? j2 Global, Inc. and Ziff Davis, LLC, a leading digital media company in the technology, gaming and lifestyle categories, today announced that Ziff Davis has entered into a definitive merger agreement to acquire Everyday Health, Inc. (NYSE: EVDY), a leading provider of digital
October 21, 2016	SC TO-C	Everyday Health 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 21, 2016 j2 Global, Inc. (Exact name of registrant as specified in its charter) Delaware 0-25965 47-1053457 (State or other jurisdiction of incorporation or organization) (
August 8, 2016	10-Q	Everyday Health FORM 10-Q (Quarterly Report) 10-Q 1 t160047110q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission
August 4, 2016	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2016 Everyday Health, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36371 80-0036062 (State or other jurisdiction of incorporation) (Commission Fi
August 4, 2016	EX-99.1	Everyday Health Reports Second Quarter 2016 Financial Results Exhibit 99.1 Everyday Health Reports Second Quarter 2016 Financial Results NEW YORK ? August 4, 2016 ? Everyday Health, Inc. (NYSE: EVDY), a leading provider of digital health marketing and communications solutions, today announced financial results for the second quarter ended June 30, 2016. For the second quarter: ? Total revenue grew 5% year-over-year. ? Advertising and sponsorship revenue incr
June 3, 2016	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2016 Everyday Health, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36371 80-0036062 (State or other jurisdiction of incorporation) (Commission File
May 6, 2016	10-Q	Everyday Health FORM 10-Q (Quarterly Report) 10-Q 1 t160022910q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission
May 6, 2016	EX-10.1	FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Exhibit 10.1 FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Fourth Amendment to Amended and Restated Credit Agreement (this ?Amendment?) dated as of February 26, 2016, is by and among EVERYDAY HEALTH, INC., a Delaware corporation (?EDH?), EVERYDAY HEALTH MEDIA, LLC, a Delaware limited liability company (?EDH Media?), MEDPAGE TODAY, L.L.C., a New Jersey limited liability company (?M
May 5, 2016	EX-99.1	Everyday Health Reports Record First Quarter 2016 Financial Results Exhibit 99.1 Everyday Health Reports Record First Quarter 2016 Financial Results NEW YORK – May 5, 2016 – Everyday Health, Inc. (NYSE: EVDY), a leading provider of digital health marketing and communications solutions, today announced financial results for the first quarter ended March 31, 2016. For the first quarter: · Total revenue grew 34% year-over-year. · Advertising and sponsorship revenue i
May 5, 2016	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2016 Everyday Health, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36371 80-0036062 (State or other jurisdiction of incorporation) (Commission File
April 20, 2016	DEFA14A	Everyday Health DEFINITIVE ADDITIONAL MATERIALS SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement x Definitive Additional Materials ? Soliciting Material Pursuant to ? 240.
April 20, 2016	DEF 14A	Everyday Health DEFINITIVE PROXY STATEMENT t1600923-proxyrestyle - none - 4.5634563s TABLE OF CONTENTS SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ? Definitive Proxy S
March 11, 2016	10-K	Everyday Health FORM 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36371 Everyday Healt
March 11, 2016	EX-10.11	July 30, 2014 Exhibit 10.11 July 30, 2014 Miki Kapoor 6 Sunnybrae Place Bronxville, NY 10708 [email protected] Dear Miki, On behalf of Everyday Health, Inc. (the “Company”), I am pleased to offer you the full-time position of President of Healthcare Solutions, reporting to Ben Wolin. This offer is contingent upon the completion of successful reference checks. The terms of your employment relationship
March 11, 2016	EX-21.1	EX-21.1 Exhibit 21.1 List of Subsidiaries Jurisdiction of Formation Everyday Health Media, LLC Delaware, United States MedPage Today, LLC New Jersey, United States DoctorDirectory.com, LLC Delaware, United States Cambridge BioMarketing Group, LLC Delaware, United States Tea Leaves Health, LLC Georgia, United States
March 1, 2016	EX-99.1	Everyday Health Reports Record Full Year and Fourth Quarter 2015 Financial Results Exhibit 99.1 Everyday Health Reports Record Full Year and Fourth Quarter 2015 Financial Results NEW YORK ? March 1, 2016 ? Everyday Health, Inc. (NYSE: EVDY), a leading provider of digital health marketing and communications solutions, today announced financial results for the fourth quarter and full year ended December 31, 2015. For the full year 2015: ? Total revenue grew 26% year-over-year. ? R
March 1, 2016	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2016 Everyday Health, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36371 80-0036062 (State or other jurisdiction of incorporation) (Commission Fil
February 12, 2016	SC 13G/A	EVDY / Everyday Health, Inc. / Scale Venture Partners II, LP - SC 13G/A Passive Investment SC 13G/A SEC 1745 (3-06) 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 control number.
February 11, 2016	SC 13G/A	EVDY / Everyday Health, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Everyday Health, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 300415106 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this
February 8, 2016	S-8	Everyday Health FORM S-8 As filed with the Securities and Exchange Commission on February 8, 2016 Registration No.
January 27, 2016	SC 13G/A	EVDY / Everyday Health, Inc. / Revolution WF Holdings LLC - EVERYDAY HEALTH INC. SCHEDULE 13G 1-27-16 Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 (Amendment No. 1)* Everyday Health, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 300415 106 (CUSIP Number) December 31, 2015 (D
November 12, 2015	EX-10.1	THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Exhibit 10.1 THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Third Amendment to Amended and Restated Credit Agreement (this ?Amendment?) dated as of August 21, 2015, is by and among EVERYDAY HEALTH, INC., a Delaware corporation (?EDH?), EVERYDAY HEALTH MEDIA, LLC, a Delaware limited liability company (?EDH Media?), MEDPAGE TODAY, L.L.C., a New Jersey limited liability company (?MedPa
November 12, 2015	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36371 Everyd
November 10, 2015	EX-99.1	Everyday Health Reports Third Quarter 2015 Financial Results Exhibit 99.1 Everyday Health Reports Third Quarter 2015 Financial Results NEW YORK ? November 10, 2015 ? Everyday Health, Inc. (NYSE: EVDY), a leading provider of digital health marketing and communications solutions, today announced financial results for the third quarter ended September 30, 2015. For the third quarter: ? Total revenue grew 28% year-over-year. ? Advertising and sponsorship revenu
November 10, 2015	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2015 Everyday Health, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36371 80-0036062 (State or other jurisdiction of incorporation) (Commission
October 21, 2015	EX-99.3	Everyday Health, Inc. Unaudited Pro Forma Condensed Combined Financial Information Exhibit 99.3 Everyday Health, Inc. Unaudited Pro Forma Condensed Combined Financial Information The following unaudited pro forma condensed combined financial information and related notes present the historical condensed combined financial information of Everyday Health, Inc. (herein referred to as “Everyday Health” or the “Company”) and Tea Leaves Health, LLC (“Tea Leaves”) after giving effect t
October 21, 2015	8-K/A	Everyday Health FORM 8-K (AMENDMENT NO. 1) (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2015 Everyday Health, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36371 80-0036062 (State or other jurisdiction (Commission
October 21, 2015	EX-99.1	Tea Leaves Health, LLC Audited Financial Statements For the Years Ended December 31, 2014 and December 31, 2013 INDEPENDENT AUDITOR’S REPORT Exhibit 99.1 Tea Leaves Health, LLC Audited Financial Statements For the Years Ended December 31, 2014 and December 31, 2013 INDEPENDENT AUDITOR?S REPORT To the Board of Directors and Members Tea Leaves Health, LLC: We have audited the accompanying comparative financial statements of Tea Leaves Health, LLC (a Georgia Limited Liability Company) which comprise the balance sheets as of December 31, 2
October 21, 2015	EX-99.2	TEA LEAVES HEALTH, LLC Unaudited Financial Statements As of June 30, 2015 and for the six months ended June 30, 2015 and 2014 and the notes related thereto tea leaves health, llc Table of Contents Exhibit 99.2 TEA LEAVES HEALTH, LLC Unaudited Financial Statements As of June 30, 2015 and for the six months ended June 30, 2015 and 2014 and the notes related thereto tea leaves health, llc Table of Contents Page(s) Balance Sheets 1 Unaudited Statements of Income (Loss) and Members? Deficit 2 Unaudited Statements of Cash Flows 3 Notes to Unaudited Financial Statements 4-7 Tea Leaves Health, LLC
August 12, 2015	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36371 Everyday He
August 11, 2015	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Results of Operations and Financial Condition, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2015 Everyday Health, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36371 80-0036062 (State or other jurisdiction of incorporation) (Commission Fi
August 11, 2015	EX-99.1	Everyday Health Reports Second Quarter 2015 Financial Results Everyday Health Acquires Tea Leaves Health, Leading SaaS-based CRM for Hospital Systems Exhibit 99.1 Everyday Health Reports Second Quarter 2015 Financial Results Everyday Health Acquires Tea Leaves Health, Leading SaaS-based CRM for Hospital Systems NEW YORK ? August 11, 2015 ? Everyday Health, Inc. (NYSE: EVDY), a leading provider of digital health marketing and communications solutions, today announced financial results for the second quarter ended June 30, 2015 and the acquisitio
August 11, 2015	EX-2.1	MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among EVERYDAY HEALTH, INC., Tea Leaves Health, LLC, Reuben Kennedy, in his capacity as Sellers’ Representative, THE SELLERS NAMED HEREIN Dated as of August 6, 2015 Table of Contents EX-2.1 2 t82923ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among EVERYDAY HEALTH, INC., Tea Leaves Health, LLC, Reuben Kennedy, in his capacity as Sellers’ Representative, and THE SELLERS NAMED HEREIN Dated as of August 6, 2015 Table of Contents ARTICLE 1 1 THE TRANSACTION 1 1.1 Purchase of Interests 1 1.2 Purchase Price 2 1.3 Payment 2 1.4 Closing Balance Sheet
July 23, 2015	8-K	Everyday Health (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2015 EVERYDAY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-36371 80-0036062 (State or other jurisdiction of incorporation) (Commission Fil
July 23, 2015	EX-99	Everyday Health, Inc. Appoints Laizer Kornwasser to the Board of Directors Secconnect.com Exhibit 99.1 Everyday Health, Inc. Appoints Laizer Kornwasser to the Board of Directors NEW YORK, July 23, 2015 ? Everyday Health, Inc. (NYSE: EVDY), a leading digital health and wellness company, today announced that Laizer D. Kornwasser will join its board of directors effective immediately. Mr. Kornwasser has deep experience across the healthcare industry, having held senior exec
June 8, 2015	SC 13G/A	EVDY / Everyday Health, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Everyday Health, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 300415106 (CUSIP Number) May 29, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched
June 3, 2015	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2015 Everyday Health, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36371 80-0036062 (State or other jurisdiction of incorporation) (Commission File
June 3, 2015	8-K	Everyday Health (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2015 Everyday Health, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36371 80-0036062 (State or other jurisdiction of incorporation) (Commission File
June 2, 2015	8-K/A	Everyday Health A (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) Current report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2015 Everyday Health, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36371 80-0036062 (State or other jurisdiction of incorpora
June 2, 2015	EX-99.2	Everyday Health, Inc. Unaudited Pro Forma Condensed Combined Statement of Operations Exhibit 99.2 Everyday Health, Inc. Unaudited Pro Forma Condensed Combined Statement of Operations The following unaudited pro forma condensed combined statement of operations and related notes present the historical condensed combined statement of operations of Everyday Health, Inc. (herein referred to as ?Everyday Health? or the ?Company?) and Cambridge BioMarketing Group, LLC (herein referred to
June 2, 2015	EX-99.1	CAMBRIDGE BIOMARKETING GROUP, LLC FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2014 AND 2013 CAMBRIDGE BIOMARKETING GROUP, LLC TABLE OF CONTENTS Exhibit 99.1 CAMBRIDGE BIOMARKETING GROUP, LLC FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2014 AND 2013 CAMBRIDGE BIOMARKETING GROUP, LLC TABLE OF CONTENTS Page INDEPENDENT AUDITORS’ REPORT 1 FINANCIAL STATEMENTS BALANCE SHEETS 2 - 3 DECEMBER 31, 2014 AND 2013 STATEMENTS OF INCOME 4 YEARS ENDED DECEMBER 31, 2014 AND 2013 STATEMENTS OF CHANGES IN MEMBERS’ EQUITY 5 YEARS ENDED DECEMBER 31, 2014 A
May 12, 2015	EX-10.4	February 3, 2015 Exhibit 10.4 February 3, 2015 Paul Slavin Chief Operating Officer Everyday Health, Inc. 345 Hudson Street, 16th Floor New York City, NY 10014 Dear Paul: While the Everyday Health, Inc. (?Company?) management team and Board of Directors (?Board?) will miss your involvement in day-to-day operations and strategic vision, we understand your desire to put in place a transition plan at this time. As you
May 12, 2015	EX-10.3	January 18, 2015 Exhibit 10.3 January 18, 2015 Michael du Toit Dear Michael, On behalf of Everyday Health, Inc. (the ?Company?), I am pleased to offer you the full-time position of President, reporting to Ben Wolin. The terms of your employment relationship with the Company will be set forth below. Cash Compensation: Your start date is expected to be February 2, 2015, but the actual start date may change upon mutu
May 12, 2015	EX-10.1	FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT Exhibit 10.1 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT This First Amendment to Amended and Restated Credit Agreement and Consent (this ?Amendment?) dated as of March 19, 2015, is by and among EVERYDAY HEALTH, INC., a Delaware corporation (?EDH?), EVERYDAY HEALTH MEDIA, LLC, a Delaware limited liability company (?EDH Media?), MEDPAGE TODAY, L.L.C., a New Jersey limited li
May 12, 2015	EX-10.2	SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Exhibit 10.2 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Second Amendment to Amended and Restated Credit Agreement (this ?Amendment?) dated as of March 31, 2015, is by and among EVERYDAY HEALTH, INC., a Delaware corporation (?EDH?), EVERYDAY HEALTH MEDIA, LLC, a Delaware limited liability company (?EDH Media?), MEDPAGE TODAY, L.L.C., a New Jersey limited liability company (?MedP
May 12, 2015	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36371 Everyday H
May 11, 2015	EX-99.1	Everyday Health Reports First Quarter 2015 Financial Results Exhibit 99.1 Everyday Health Reports First Quarter 2015 Financial Results NEW YORK – May 11, 2015 – Everyday Health, Inc. (NYSE: EVDY), a leading provider of digital health and wellness solutions, today announced financial results for the first quarter ended March 31, 2015. For the first quarter: · Advertising and sponsorship revenue grew 11% year-over-year. · Average revenue per top 30 strategic
May 11, 2015	8-K	Everyday Health (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2015 Everyday Health, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36371 80-0036062 (State or other jurisdiction of incorporation) (Commission File
April 21, 2015	DEFA14A	Everyday Health 14A DEFA14A 1 c81068defa14a.htm SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement x Definitive Additional Mat
April 21, 2015	DEF 14A	Everyday Health 14A DEF 14A 1 c81007def14a.htm SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy Statement ¨ Definitive Additional Mate
March 31, 2015	8-K	Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2015 Everyday Health, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36371 80-0036062 (State or other jurisdiction of incorporation) (Commission Fi
March 25, 2015	EX-2.1	MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among EVERYDAY HEALTH, INC., CAMBRIDGE BIOMARKETING GROUP, LLC, MAUREEN FRANCO, IN HER CAPACITY AS SELLERS’ REPRESENTATIVE, THE SELLERS NAMED HEREIN Dated as of March 20, 2015 Table of Contents Exhibit 2.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among EVERYDAY HEALTH, INC., CAMBRIDGE BIOMARKETING GROUP, LLC, MAUREEN FRANCO, IN HER CAPACITY AS SELLERS? REPRESENTATIVE, and THE SELLERS NAMED HEREIN Dated as of March 20, 2015 Table of Contents ARTICLE 1 1 THE TRANSACTION 1 1.1 Purchase of Interests 1 1.2 Purchase Price 1 1.3 Closing Payment 2 1.4 Closing Balance Sheet Adjustment 2 1.5
March 25, 2015	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2015 Everyday Health, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36371 80-0036062 (State or other jurisdiction of incorporation) (Commission Fi
March 10, 2015	SC 13G/A	EVDY / Everyday Health, Inc. / WELLS FARGO & COMPANY/MN Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) EVERYDAY HEALTH INC (Name of Issuer) COM (Title of Class of Securities) 300415106 (CUSIP Number) February 28, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f
March 5, 2015	EX-21.1	List of Subsidiaries Exhibit 21.1 List of Subsidiaries Jurisdiction of Formation Everyday Health Media, LLC Delaware, United States MedPage Today, LLC New Jersey, United States DoctorDirectory.com, LLC Delaware, United States
March 5, 2015	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K 3B2 EDGAR HTML - c8017010k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file n
March 2, 2015	EX-99.1	Everyday Health Reports Full Year and Fourth Quarter 2014 Financial Results Exhibit 99.1 Everyday Health Reports Full Year and Fourth Quarter 2014 Financial Results NEW YORK – March 2, 2015 – Everyday Health, Inc. (NYSE: EVDY), a leading provider of digital health and wellness solutions, today announced financial results for the fourth quarter and full year ended December 31, 2014. For the full year 2014: · Advertising and sponsorship revenue grew 23% year-over-year. · Av
March 2, 2015	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2015 Everyday Health, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36371 80-0036062 (State or other jurisdiction of incorporation) (Commission Fil
February 13, 2015	SC 13G	EVDY / Everyday Health, Inc. / Revolution WF Holdings LLC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 (Amendment No. )* Everyday Health, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 300415 106 (CUSIP Number) December 31, 2014 (Da
February 12, 2015	SC 13G	EVDY / Everyday Health, Inc. / Scale Venture Partners II, LP - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Everyday Health, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 300415106 (CUSIP Number) 12/31/14 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche
February 12, 2015	SC 13G	EVDY / Everyday Health, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Everyday Health, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 300415106 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc
February 10, 2015	SC 13G	EVDY / Everyday Health, Inc. / WELLS FARGO & COMPANY/MN Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) EVERYDAY HEALTH INC (Name of Issuer) COM (Title of Class of Securities) 300415106 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi
February 9, 2015	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2015 Everyday Health, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36371 80-0036062 (State or other jurisdiction of incorporation) (Commission
January 29, 2015	SC 13G	EVDY / Everyday Health, Inc. / RHO Ventures VI LP Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.
January 22, 2015	EX-99.1	DoctorDirectory.com, Inc. Financial Statements December 31, 2013 and 2012 (With Independent Auditors’ Report Thereon) DOCTORDIRECTORY.COM, INC. Table of Contents Exhibit 99.1 DoctorDirectory.com, Inc. Financial Statements December 31, 2013 and 2012 (With Independent Auditors’ Report Thereon) DOCTORDIRECTORY.COM, INC. Table of Contents Page(s) Independent Auditors’ Report 1 Balance Sheets 2 Statements of Income 3 Statements of Changes in Shareholders’ Equity 4 Statements of Cash Flows 5 Notes to Financial Statements 6-14 Independent Auditors’ Report The Boa
January 22, 2015	EX-99.3	Everyday Health, Inc. Unaudited Pro Forma Condensed Combined Financial Information Exhibit 99.3 Everyday Health, Inc. Unaudited Pro Forma Condensed Combined Financial Information The following unaudited pro forma condensed combined financial information and related notes present the historical condensed combined financial information of Everyday Health, Inc. (herein referred to as “Everyday Health” or the “Company”) and DoctorDirectory.com, Inc. (“DoctorDirectory” or “DD”) after
January 22, 2015	EX-99.2	DoctorDirectory.com, Inc. Unaudited Financial Statements As of September 30, 2014 and for the nine months ended September 30, 2014 and 2013 and the notes related thereto DOCTORDIRECTORY.COM, INC. Table of Contents Exhibit 99.2 DoctorDirectory.com, Inc. Unaudited Financial Statements As of September 30, 2014 and for the nine months ended September 30, 2014 and 2013 and the notes related thereto DOCTORDIRECTORY.COM, INC. Table of Contents Page(s) Unaudited Balance Sheets 1 Unaudited Statements of Income 2 Unaudited Statements of Cash Flows 3 Notes to Unaudited Financial Statements 4-11 DOCTORDIRECTORY.COM, IN
January 22, 2015	8-K/A	Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) Current report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2014 Everyday Health, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36371 80-0036062 (State or other jurisdiction of incorp
January 16, 2015	S-8	EVDY / Everyday Health, Inc. S-8 - - As filed with the Securities and Exchange Commission on January 16, 2015 Registration No.
November 12, 2014	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 or £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36371 Everyd
November 12, 2014	EX-99.1	Everyday Health Reports Third Quarter 2014 Financial Results Acquires DoctorDirectory, further strengthening ROI-based marketing solutions for the professional market EXHIBIT 99.1 Everyday Health Reports Third Quarter 2014 Financial Results Acquires DoctorDirectory, further strengthening ROI-based marketing solutions for the professional market NEW YORK – November 11, 2014 – Everyday Health, Inc. (NYSE: EVDY), a leading provider of digital health and wellness solutions, today announced financial results for the third quarter ended September 30, 2014 and the acq
November 12, 2014	EX-99.2	EVERYDAY HEALTH Q3 2014 EARNINGS CALL TRANSCRIPT November 11, 2014 - 5:00 p.m. ET EXHIBIT 99.2 EVERYDAY HEALTH Q3 2014 EARNINGS CALL TRANSCRIPT November 11, 2014 - 5:00 p.m. ET Corporate Participants Ben Wolin – Chief Executive Officer Brian Cooper – Executive Vice President and Chief Financial Officer Melanie Goldey – Senior Vice President, Strategic Planning & Investor Relations Operator Good afternoon. My name is Ian and I will be your conference operator today. At this time
November 12, 2014	EX-10.1	$115,000,000 SENIOR SECURED CREDIT FACILITIES AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 10, 2014, EVERYDAY HEALTH, INC. AND CERTAIN OF ITS SUBSIDIARIES PARTIES HERETO, jointly and severally, as the Borrower, The Several Lenders from EXHIBIT 10.1 $115,000,000 SENIOR SECURED CREDIT FACILITIES AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 10, 2014, among EVERYDAY HEALTH, INC. AND CERTAIN OF ITS SUBSIDIARIES PARTIES HERETO, jointly and severally, as the Borrower, The Several Lenders from Time to Time Parties Hereto, SILICON VALLEY BANK, as Administrative Agent, Issuing Lender and Swingline Lender, SILICON VALLEY BANK
November 12, 2014	EX-2.1	AGREEMENT AND PLAN OF MERGER BY AND AMONG EVERYDAY HEALTH, INC., DRD ACQUISITION CORP., DOCTORDIRECTORY.COM, INC., CLIFFORD DONNELLY, AS INTERESTED HOLDERS REPRESENTATIVE DATED AS OF NOVEMBER 10, 2014 TABLE OF CONTENTS EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG EVERYDAY HEALTH, INC., DRD ACQUISITION CORP., DOCTORDIRECTORY.COM, INC., AND CLIFFORD DONNELLY, AS INTERESTED HOLDERS REPRESENTATIVE DATED AS OF NOVEMBER 10, 2014 TABLE OF CONTENTS ARTICLE I Definitions 2 ARTICLE II The Merger 15 Section 2.01 Merger Transaction 15 Section 2.02 Articles of Incorporation; Bylaws 16 Section 2.03 Directors and Offi
November 12, 2014	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2014 Everyday Health, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36371 80-0036062 (State or other jurisdiction of incorporation) (Commission
August 12, 2014	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 or £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36371 Everyday He
August 11, 2014	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2014 Everyday Health, UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2014 Everyday Health, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36371 80-0036062 (State or other jurisdiction of incorporation) (Commission F
August 11, 2014	EX-99.1	EVERYDAY HEALTH, INC. Consolidated Balance Sheets (in thousands, except share and per share data) EXHIBIT 99.1 Everyday Health Reports Second Quarter 2014 Financial Results NEW YORK ? August 11, 2014 ? Everyday Health, Inc. (NYSE: EVDY), a leading digital health and wellness company, today announced financial results for the second quarter ended June 30, 2014. ? Advertising and sponsorship revenue grew 16% year-over-year. ? Average revenue per advertiser increased 39% year-over-year. ? Mobile
June 10, 2014	10-Q/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) 10-Q/A 1 c7748510qa.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to
May 13, 2014	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 or £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36371 Everyday H
May 12, 2014	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2014 Everyday Health, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36371 80-0036062 (State or other jurisdiction of incorporation) (Commission File
May 12, 2014	EX-99.1	EVERYDAY HEALTH, INC. Consolidated Balance Sheets (in thousands, except share and per share data) EXHIBIT 99.1 Everyday Health Reports First Quarter 2014 Financial Results NEW YORK – May 12, 2014 – Everyday Health (NYSE: EVDY), a leading digital health and wellness company, today announced financial results for the first quarter ended March 31, 2014. · First quarter total revenue grew 23% year-over-year to $37.5 million. Advertising and sponsorship revenue grew 29% year-over-year to $32.7 mill
April 7, 2014	EX-3.1	EVERYDAY HEALTH, INC. Eleventh Amended and Restated Certificate of Incorporation EX-3.1 2 c77150ex3-1.htm EX-3.1 EVERYDAY HEALTH, INC. Eleventh Amended and Restated Certificate of Incorporation Everyday Health, Inc. a corporation organized and existing under the laws of the State of Delaware (the “Company”), does hereby certify as follows: First: The name of the Company is Everyday Health, Inc. Second: The Company’s original Certificate of Incorporation was filed on January 31
April 7, 2014	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2014 Everyday Health, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36371 80-0036062 (State or other jurisdiction of incorporation) (Commission Fil
April 3, 2014	S-8	- As filed with the Securities and Exchange Commission on April 3, 2014 Registration No.
March 28, 2014	424B4	Everyday Health, Inc. 3B2 EDGAR HTML - c74554424b4.htm Filed pursuant to Rule 424(b)(4) Registration No. 333-194097 7,150,000 shares Common stock This is an initial public offering of shares of common stock of Everyday Health, Inc. Everyday Health is offering 5,360,000 of the shares to be sold in this offering. The selling stockholders identified in this prospectus are offering 1,790,000 shares. Everyday Health will no
March 25, 2014	CORRESP	- EVERYDAY HEALTH, INC. 345 Hudson Street, 16th Floor New York, NY 10014 March 25, 2014 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jennifer López, Staff Attorney Dietrick King, Legal Branch Chief Jason Niethamer, Assistant Chief Accountant Andrew Mew, Accounting Branch Chief Re: Everyday Health, Inc. Registration
March 25, 2014	CORRESP	- CORRESP 1 filename1.htm VIA EDGAR March 25, 2014 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Everyday Health, Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-194097) Ladies and Gentlemen: As representatives of the several underwriters of the Company’s proposed public offering of common stock, we hereby join the Company’s request that the e
March 24, 2014	8-A12B	- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Everyday Health, Inc. (Exact name of registrant as specified in its charter) Delaware 80-0036062 (State of incorporation or organization) (I.R.S. Employer Identification No.) 345 Hudson Street, 1
March 17, 2014	COVER	- Darren K. DeStefano T: +1 703 456 8034 [email protected] Via EDGAR AND COURIER March 17, 2014 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Mail Stop 3010 Washington, D.C. 20549 Attn: Jennifer López, Staff Attorney Dietrick King, Legal Branch Chief Jason Niethamer, Assistant Chief Accountant Andrew Mew, Accounting Branch Chief RE: Everyday Health, I
March 17, 2014	EX-10.1(2)	Amendment to the 2003 Stock Option Plan Exhibit 10.1.2 Amendment to the 2003 Stock Option Plan This Amendment, dated as of March 12, 2014 (this “Amendment”), is to the Everyday Health, Inc. 2003 Stock Option Plan, as amended (the “Plan”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Plan. WITNESSETH Whereas, the Company established the Plan to attract the best available t
March 17, 2014	EX-10.14	Everyday Health, Inc. 2014 Employee Stock Purchase Plan Adopted by the Board of Directors: March 12, 2014 Approved by the Stockholders: March 12, 2014 Exhibit 10.14 Everyday Health, Inc. 2014 Employee Stock Purchase Plan Adopted by the Board of Directors: March 12, 2014 Approved by the Stockholders: March 12, 2014 1. General; Purpose. (a) The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to g
March 17, 2014	EX-10.2	Everyday Health, Inc. 2014 Equity Incentive Plan Adopted by the Board of Directors: March 12, 2014 Approved by the Stockholders: March 12, 2014 IPO Date/Effective Date: _________, 2014 Exhibit 10.2 Everyday Health, Inc. 2014 Equity Incentive Plan Adopted by the Board of Directors: March 12, 2014 Approved by the Stockholders: March 12, 2014 IPO Date/Effective Date: , 2014 1. General. (a) Successor to and Continuation of Prior Plan. The Plan is intended as the successor to and continuation of the Everyday Health, Inc. 2003 Stock Option Plan, as amended (the “Prior Plan”). From and
March 17, 2014	EX-4.13	everyday health, inc. WARRANT TO PURCHASE COMMON STOCK Exhibit 4.13 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. everyday h
March 17, 2014	EX-4.1	Additional abbreviations may also be used though not in the above list. Exhibit 4.1 EHI COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 300415 10 6 THIS CERTIFIES THAT IS THE RECORD HOLDER OF FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHARE, OF EVERYDAY HEALTH, INC. transferable on the books of the Corporation in person or by duly authorized attorney, upon surrender of the Certi
March 17, 2014	EX-3.1(1)	CERTIFICATE OF AMENDMENT TO TENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EVERYDAY HEALTH, INC. Exhibit 3.1.1 CERTIFICATE OF AMENDMENT TO TENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EVERYDAY HEALTH, INC. Everyday Health, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify: 1. The name of this corporation is Everyday Health, Inc. (the “Corpor
March 17, 2014	S-1/A	- 3B2 EDGAR HTML - c74554s1a.htm As filed with the Securities and Exchange Commission on March 17, 2014 Registration No. 333-194097 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EVERYDAY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction
March 17, 2014	EX-10.15	$75,000,000 SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT dated as of March 6, 2014, EVERYDAY HEALTH, INC., EVERYDAY HEALTH MEDIA, LLC and MEDPAGE TODAY, L.L.C., jointly and severally, as the Borrower, The Several Lenders from Time to Time Partie Exhibit 10.15 $75,000,000 SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT dated as of March 6, 2014, among EVERYDAY HEALTH, INC., EVERYDAY HEALTH MEDIA, LLC and MEDPAGE TODAY, L.L.C., jointly and severally, as the Borrower, The Several Lenders from Time to Time Parties Hereto, and SILICON VALLEY BANK, as Administrative Agent, Issuing Lender and Swingline Lender SILICON VALLEY BANK, as Joint Book
March 17, 2014	EX-1.1	Everyday Health, Inc. [˜] Shares of Common Stock, Par Value $0.01 Per Share Underwriting Agreement EX-1.1 2 c74554ex1-1.htm Exhibit 1.1 Everyday Health, Inc. [˜] Shares of Common Stock, Par Value $0.01 Per Share Underwriting Agreement [˜], 2014 J.P. Morgan Securities LLC Credit Suisse Securities (USA) LLC Citigroup Global Markets Inc. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Credit S
March 10, 2014	CORRESP	- Darren K. DeStefano T: +1 703 456 8034 [email protected] Via EDGAR AND COURIER March 10, 2014 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Mail Stop 3010 Washington, D.C. 20549 Attn: Jennifer López, Staff Attorney Dietrick King, Legal Branch Chief Jason Niethamer, Assistant Chief Accountant Andrew Mew, Accounting Branch Chief RE: Everyday Health, I
February 24, 2014	EX-10.1(1)	AMENDMENT TO WATERFRONT MEDIA INC. 2003 STOCK OPTION PLAN Exhibit 10.1.1 AMENDMENT TO WATERFRONT MEDIA INC. 2003 STOCK OPTION PLAN This Amendment (the “Amendment”) by Everyday Health, Inc., formerly known as Waterfront Media Inc., a Delaware corporation (the “Company”), to the Waterfront Media Inc. 2003 Stock Option Plan (the “Plan”) is adopted this 22nd day of March, 2013. All capitalized terms not otherwise defined in this Amendment shall have the mean
February 24, 2014	EX-4.9	WARRANT TO PURCHASE STOCK Exhibit 4.9 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN
February 24, 2014	EX-4.6	WARRANT TO PURCHASE COMMON STOCK Exhibit 4.6 Execution Copy THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW UNLESS AND UNTIL
February 24, 2014	EX-4.3	WARRANT AGREEMENT To Purchase Shares of the Series C Preferred Stock of WATERFRONT MEDIA INC. Dated as of March 22, 2007 (the “Effective Date”) exv4w5 Exhibit 4.3 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQU
February 24, 2014	EX-3.2	EVERYDAY HEALTH, INC. Eleventh Amended and Restated Certificate of Incorporation Exhibit 3.2 EVERYDAY HEALTH, INC. Eleventh Amended and Restated Certificate of Incorporation Everyday Health, Inc. a corporation organized and existing under the laws of the State of Delaware (the “Company”), does hereby certify as follows: First: The name of the Company is Everyday Health, Inc. Second: The Company’s original Certificate of Incorporation was filed on January 31, 2002, under the na
February 24, 2014	EX-10.5(5)	FOURTH LOAN MODIFICATION AGREEMENT Exhibit 10.5.5 FOURTH LOAN MODIFICATION AGREEMENT This Fourth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of October 22, 2012, by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 with a loan production office located at 505 Fifth Avenue, 11th Floor,
February 24, 2014	EX-10.5(6)	FIFTH LOAN MODIFICATION AGREEMENT Exhibit 10.5.6 FIFTH LOAN MODIFICATION AGREEMENT This Fifth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of September 23, 2013, by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 with a loan production office located at 505 Fifth Avenue, 11th Floor,
February 24, 2014	EX-10.3(4)	FOURTH AMENDMENT OF LEASE Exhibit 10.3.4 FOURTH AMENDMENT OF LEASE THIS FOURTH AMENDMENT OF LEASE, dated as of the 1st day of April 2012 (this “Agreement”), made by and between THE RECTOR, CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW YORK, a religious corporation, having its office at 75 Varick Street, 2nd Floor, New York, New York 10013 (“Landlord”), and EVERYDAY HEALTH, INC. (formerly known as Waterf
February 24, 2014	S-1	Registration Statement - 3B2 EDGAR HTML - c74554s1.htm As filed with the Securities and Exchange Commission on February 24, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EVERYDAY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or or
February 24, 2014	EX-4.10	WARRANT TO PURCHASE STOCK Exhibit 4.10 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTA
February 24, 2014	EX-10.5	LOAN AND SECURITY AGREEMENT Exhibit 10.5 LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 22, 2010 (the “Effective Date”) is among (a) SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 with a loan production office located at 535 Fifth Avenue, 27th Floor, New York, New York 10017
February 24, 2014	EX-10.4	EVERYDAY HEALTH, INC. Form of Director Indemnification Agreement Exhibit 10.4 EVERYDAY HEALTH, INC. Form of Director Indemnification Agreement This Director Indemnification Agreement, dated as of , 2014 (this “Agreement”), is made by and between Everyday Health, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). Recitals A. The Company desires to attract and retain the services of highly qualified individuals as directors. B. The Company’s Amende
February 24, 2014	EX-10.13(2)	Myrtle Potter & Company, LLC 1275 Lincoln Ave, Suite 7 San Jose Ca. 95125 Phone 408-993-1614 Fax 408-993-1602 AGREEMENT FOR EVERYDAY HEALTH SALES ACCELERATION AND SALES TRAINING Exhibit 10.13.2 Myrtle Potter & Company, LLC 1275 Lincoln Ave, Suite 7 San Jose Ca. 95125 Phone 408-993-1614 Fax 408-993-1602 AGREEMENT FOR EVERYDAY HEALTH SALES ACCELERATION AND SALES TRAINING This Agreement (“Agreement”), dated and effective September 14, 2012 by and between Myrtle Potter and Company, LLC (“Advisor”) and Everyday Health Media, LLC (“Client” or “Everyday Health”) is hereby agreed
February 24, 2014	EX-10.13(1)	Myrtle Potter and Company, LLC 1275 Lincoln Ave, Suite 7 San Jose Ca. 95125 Phone 408-993-1614 Fax 408-993-1602 AGREEMENT FOR MEDPAGE TODAY INTERNATIONAL WEBSITE SPONSORSHIPS Exhibit 10.13.1 Myrtle Potter and Company, LLC 1275 Lincoln Ave, Suite 7 San Jose Ca. 95125 Phone 408-993-1614 Fax 408-993-1602 AGREEMENT FOR MEDPAGE TODAY INTERNATIONAL WEBSITE SPONSORSHIPS This Agreement (“Agreement”), dated and effective September 10, 2012 by and between Myrtle Potter and Company, LLC (“Advisor”) and Everyday Health Media, LLC (“Client” or “Everyday Health”) is hereby agreed to
February 24, 2014	EX-10.12(1)	January 21, 2014 Exhibit 10.12.1 January 21, 2014 Scott Wolf 19 Jessica Way Wayne, NJ 07470 Dear Scott, Upon your hiring by Everyday Health (f/k/a Waterfront Media) (the “Company”), you and the Company executed an employment letter, dated May 9, 2005 (the “Employment Letter”). You and the Company hereby agree to amend certain of the terms and conditions contained in the Employment Letter as set forth below: Severa
February 24, 2014	EX-10.11	August 17, 2011 Exhibit 10.11 August 17, 2011 Paul Slavin Dear Paul, On behalf of Everyday Health Inc. (the “Company”), I am pleased to offer you the position of Senior Vice President reporting to Goli Sheikholeslami. The terms of your employment relationship with the Company will be set forth below. Compensation. Your start date will be September 6, 2011. Your base compensation is annualized at $300,000. Additio
February 24, 2014	EX-10.5(1)	FIRST LOAN MODIFICATION AGREEMENT Exhibit 10.5.1 FIRST LOAN MODIFICATION AGREEMENT This First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of April 27, 2011, and is effective as of March 31, 2011, by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 with a loan production office locate
February 24, 2014	EX-10.6(1)	FIRST LOAN MODIFICATION AGREEMENT Exhibit 10.6.1 FIRST LOAN MODIFICATION AGREEMENT This First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of November 14, 2013, by and among (a) SILICON VALLEY BANK, a California corporation (“SVB”; and in its capacity as Administrative Agent, the “Agent”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 with a loan pro
February 24, 2014	EX-10.8(1)	Annex A Exhibit 10.8.1 December 19, 2013 Mike Keriakos 88 Laight Street, #3 New York City, NY 10013-2070 Dear Mike: While the Everyday Health, Inc. (“Company”) management team, Board of Directors (“Board”) and (most especially) I will miss your involvement in day-to-day operations and strategic vision, we understand your desire to put in place a transition plan in anticipation of the Company’s initial pub
February 24, 2014	EX-10.9	EMPLOYMENT AGREEMENT Exhibit 10.9 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into effective November 22, 2010 (the “Effective Date”), by and between Brian Cooper (the “Employee”) and Everyday Health, Inc. (the “Company”). The Company desires to employ the Employee and, in connection therewith, to compensate the Employee for Employee’s personal services to the Company; and The Employee
February 24, 2014	EX-10.1	AGORA MEDIA INC. 2003 STOCK OPTION PLAN, AS AMENDED exv10w1 Exhibit 10.1 AGORA MEDIA INC. 2003 STOCK OPTION PLAN, AS AMENDED 1. Purpose. Agora Media Inc., a Delaware corporation (“Agora”), desires to attract and retain the best available talent and to encourage the highest level of performance. The Agora Media Inc. 2003 Stock Option Plan, as amended (the “Plan”), is intended to contribute significantly to the attainment of these objectives by affor
February 24, 2014	EX-10.5(2)	JOINDER AGREEMENT Exhibit 10.5.2 JOINDER AGREEMENT Dated: As of July 8, 2011 Reference is hereby made to a certain loan arrangement by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054, and with a loan production office located at 535 Fifth Avenue, 27th Floor, New York, New York 10017, and (b) (i) EVERYDAY H
February 24, 2014	EX-21.1	Exhibit 21.1 Exhibit 21.1 Subsidiaries of Registrant Jurisdiction of Formation Everyday Health Media, LLC Delaware, United States MedPage Today, LLC New Jersey, United States
February 24, 2014	EX-3.4	Amended and Restated Bylaws EVERYDAY HEALTH, INC. (a Delaware Corporation) Table of Contents Exhibit 3.4 Amended and Restated Bylaws of EVERYDAY HEALTH, INC. (a Delaware Corporation) Table of Contents Page ARTICLE I Offices 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II Corporate Seal 1 Section 3. Corporate Seal 1 ARTICLE III Stockholders’ Meetings 1 Section 4. Place Of Meetings 1 Section 5. Annual Meetings 1 Section 6. Special Meetings 5 Section 7. Notice Of Meeti
February 24, 2014	EX-4.12	WARRANT TO PURCHASE STOCK Exhibit 4.12 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTA
February 24, 2014	EX-4.5	WATERFRONT MEDIA INC. WARRANT TO PURCHASE SHARES OF SERIES F PREFERRED STOCK exv4w7 Exhibit 4.5 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM
February 24, 2014	EX-10.12	May 9, 2005 Exhibit 10.12 May 9, 2005 Mr. Scott Wolf 19 Jessica Way Wayne, NJ Dear Scott: On behalf of Waterfront Media, Inc. (the “Company”), we are pleased to offer you the position of Senior Vice President of Advertising Sales reporting to Michael Keriakos, Waterfront Media’s Founder and Executive Vice President. The terms of your employment relationship with the Company will be set forth below. Compensati
February 24, 2014	EX-10.10	October 18, 2007 Exhibit 10.10 October 18, 2007 Alan N. Shapiro 444 Cooper Road Red Bank, NJ 07701 Dear Alan: On behalf of Waterfront Media, Inc. (the “Company”), I am pleased to offer you the position of Senior Vice President and General Counsel, reporting to Brian Cooper. The terms of your employment relationship with the Company will be set forth below. Compensation. Your start date will be on or around Novembe
February 24, 2014	EX-10.6	SUBORDINATED LOAN AND SECURITY AGREEMENT Exhibit 10.6 SUBORDINATED LOAN AND SECURITY AGREEMENT This SUBORDINATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 22, 2012 (the “Effective Date”) by and among: (a) SILICON VALLEY BANK, a California corporation (“SVB”; and in its capacity as Administrative Agent, the “Agent”), (b) SVB, SILVER LAKE WATERMAN FUND, L.P., a Delaware limited partnership (“Silver Lake”) and any o
February 24, 2014	EX-4.8	WARRANT TO PURCHASE STOCK Exhibit 4.8 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN
February 24, 2014	EX-4.7	WARRANT TO PURCHASE STOCK Exhibit 4.7 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN
February 24, 2014	EX-3.3	AMENDED AND RESTATED AGORA MEDIA INC. AMENDED AND RESTATED Table of Contents AMENDED AND RESTATED BY-LAWS OF AGORA MEDIA INC. AMENDED AND RESTATED BY-LAWS Table of Contents Page Article 1 - Stockholders 1 1.1 Stockholders and Shares 1 1.2 Place of Meetings 1 1.3 Annual Meeting 1 1.4 Special Meetings 1 1.5 Notice of Meetings 2 1.6 Voting List 2 1.7 Quorum 2 1.8 Adjournments 2 1.9 Voting and Proxies 2 1.10 Action at Meeting 3 1.11 Action without Meeting 3 Article 2 - Directo
February 24, 2014	EX-10.5(3)	SECOND LOAN MODIFICATION AGREEMENT Exhibit 10.5.3 SECOND LOAN MODIFICATION AGREEMENT This Second Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of December 21, 2011, by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 with a loan production office located at 505 Fifth Avenue, 11th Floor,
February 24, 2014	EX-10.8	EMPLOYMENT AGREEMENT Exhibit 10.8 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into effective November 22, 2010 (the “Effective Date”), by and between Michael Keriakos (the “Employee”) and Everyday Health, Inc. (the “Company”). The Company desires to employ the Employee and, in connection therewith, to compensate the Employee for Employee’s personal services to the Company; and The Emplo
February 24, 2014	EX-10.7	EMPLOYMENT AGREEMENT Exhibit 10.7 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into effective November 22, 2010 (the “Effective Date”), by and between Benjamin Wolin (the “Employee”) and Everyday Health, Inc. (the “Company”). The Company desires to employ the Employee and, in connection therewith, to compensate the Employee for Employee’s personal services to the Company; and The Employe
February 24, 2014	EX-10.3(3)	THIRD AMENDMENT OF LEASE Exhibit 10.3.3 THIRD AMENDMENT OF LEASE THIS THIRD AMENDMENT OF LEASE, dated as of the 31 day of May 2011 (this “Agreement”), by and between THE RECTOR, CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW YORK, a religious corporation, having an address at 75 Varick Street, 2nd Floor, New York, New York 10013 (“Landlord”), and EVERYDAY HEALTH, INC. (formerly known as Waterfront Media
February 24, 2014	EX-10.3(2)	SECOND AMENDMENT OF LEASE Exhibit 10.3.2 SECOND AMENDMENT OF LEASE THIS SECOND AMENDMENT OF LEASE, dated as of the 1st day of May 2010 (this “Agreement”), made by and between THE RECTOR, CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW YORK, a religious corporation, having an address at 75 Varick Street, 2nd Floor, New York, New York 10013 (“Landlord”), and EVERYDAY HEALTH, INC. (formerly known as Waterfro
February 24, 2014	EX-10.3(1)	FIRST AMENDMENT OF LEASE exv10w3w1 Exhibit 10.3.1 FIRST AMENDMENT OF LEASE THIS FIRST AMENDMENT OF LEASE, dated as of the 22nd day of February 2010 (this “Agreement”), made by and between THE RECTOR, CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW YORK, a religious corporation, having its office at 75 Varick Street, 2nd Floor, New York, New York 10013 (“Landlord”), and WATERFRONT MEDIA INC., a Delaware c
February 24, 2014	EX-10.13	Myrtle Potter and Company, LLC 1275 Lincoln Ave, Suite 7 San Jose Ca. 95125 Phone 408-993-1614 Fax 408-993-1602 AGREEMENT FOR SALES TRAINING CURRICULUM FOR EVERYDAY HEALTH AND COACHING OF SELECT KEY EXECUTIVES/MANAGERS Exhibit 10.13 Myrtle Potter and Company, LLC 1275 Lincoln Ave, Suite 7 San Jose Ca. 95125 Phone 408-993-1614 Fax 408-993-1602 AGREEMENT FOR SALES TRAINING CURRICULUM FOR EVERYDAY HEALTH AND COACHING OF SELECT KEY EXECUTIVES/MANAGERS This Agreement (“Agreement”), dated and effective May 1, 2011 by and between Myrtle Potter and Company, LLC (“Advisor”) and Everyday Health Media, LLC (“Client” or “Ev
February 24, 2014	EX-10.11(1)	February 25, 2013 Exhibit 10.11.1 February 25, 2013 Paul Slavin 325 West End Ave, Apt 1a New York, NY 10023 Dear Paul: Upon your hiring by Everyday Health, Inc. (the “Company”) in 2011, you and the Company executed the attached employment letter dated August 17, 2011(“Employment Letter”). In connection with your promotion to Chief Operating Officer of the Company, you and the Company would like to amend some of the
February 24, 2014	EX-4.11	WARRANT TO PURCHASE STOCK EX-4.11 16 c74554ex4-11.htm Exhibit 4.11 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGA
February 24, 2014	EX-10.5(4)	THIRD LOAN MODIFICATION AGREEMENT Exhibit 10.5.4 THIRD LOAN MODIFICATION AGREEMENT This Third Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of August 10, 2012, by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 with a loan production office located at 505 Fifth Avenue, 11th Floor, New
February 24, 2014	EX-4.2	SIXTH AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENT TABLE OF CONTENTS Exhibit 4.2 SIXTH AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENT TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 5 2.1 Demand Registration 5 2.2 Company Registration 6 2.3 Form S-3 Registration 7 2.4 Underwriting Requirements 7 2.5 Obligations of the Company 9 2.6 Furnish Information 10 2.7 Expenses of Registration 10 2.8 Delay of Registration 11 2.9 Indemnification 11 2.10 Repor
February 24, 2014	EX-4.4	WARRANT TO PURCHASE STOCK Corporation: WATERFRONT MEDIA INC., a Delaware corporation Number of Shares: 47,285 Class of Stock: Series F Preferred Stock Initial Exercise Price: $7.6134 Issue Date: September 18, 2009 Expiration Date: September 18, 2016 exv4w6 Exhibit 4.4 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW. WARRANT TO PURCHASE STOCK Corporation: WATERFRONT MEDIA INC., a Delaware corporation Number of Shares: 47,285 Class of Stock: Series F Preferred Stock Initial Exercise
February 24, 2014	EX-10.3	AGREEMENT OF LEASE THE RECTOR, CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW YORK, WATERFRONT MEDIA INC. Dated: August 26, 2009 Portion of the Sixteenth (16th) Floor 345 Hudson Street New York, New York Parish of Trinity Church in exv10w3 Exhibit 10.3 AGREEMENT OF LEASE between THE RECTOR, CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW YORK, Landlord and WATERFRONT MEDIA INC. Tenant Dated: August 26, 2009 Portion of the Sixteenth (16th) Floor 345 Hudson Street New York, New York ********************************************************************** Parish of Trinity Church in the City of New York Real Est
February 24, 2014	EX-10.5(7)	SIXTH LOAN MODIFICATION AGREEMENT Exhibit 10.5.7 SIXTH LOAN MODIFICATION AGREEMENT This Sixth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of November 14, 2013, by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 with a loan production office located at 505 Fifth Avenue, 11th Floor, N
February 24, 2014	EX-3.1	TENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION EVERYDAY HEALTH, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Exhibit 3.1 TENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EVERYDAY HEALTH, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Everyday Health, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “
February 12, 2014	DRSLTR	- Babak Yaghmaie T: (212) 479-6556 F: (212) 479-6275 [email protected] February 12, 2014 Via EDGAR and FedEx U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jennifer López RE: Everyday Health, Inc. Amendment No. 1 to Confidential Draft Registration Statement on Form S-1 Submitted November 13, 2013 CIK No. 0001358483 Dear Ms.
February 12, 2014	EX-4.12	WARRANT TO PURCHASE STOCK Exhibit 4.12 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTA
February 12, 2014	EX-4.11	WARRANT TO PURCHASE STOCK Exhibit 4.11 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTA
February 12, 2014	EX-3.2	EVERYDAY HEALTH, INC. Eleventh Amended and Restated Certificate of Incorporation Exhibit 3.2 EVERYDAY HEALTH, INC. Eleventh Amended and Restated Certificate of Incorporation Everyday Health, Inc. a corporation organized and existing under the laws of the State of Delaware (the “Company”), does hereby certify as follows: First: The name of the Company is Everyday Health, Inc. Second: The Company’s original Certificate of Incorporation was filed on January 31, 2002, under the na
February 12, 2014	EX-10.7	EMPLOYMENT AGREEMENT Exhibit 10.7 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into effective November 22, 2010 (the “Effective Date”), by and between Benjamin Wolin (the “Employee”) and Everyday Health, Inc. (the “Company”). The Company desires to employ the Employee and, in connection therewith, to compensate the Employee for Employee’s personal services to the Company; and The Employe
February 12, 2014	EX-10.10	October 18, 2007 Exhibit 10.10 October 18, 2007 Alan N. Shapiro 444 Cooper Road Red Bank, NJ 07701 Dear Alan: On behalf of Waterfront Media, Inc. (the “Company”), I am pleased to offer you the position of Senior Vice President and General Counsel, reporting to Brian Cooper. The terms of your employment relationship with the Company will be set forth below. Compensation. Your start date will be on or around Novembe
February 12, 2014	EX-10.8(1)	Annex A Exhibit 10.8.1 December 19, 2013 Mike Keriakos 88 Laight Street, #3 New York City, NY 10013-2070 Dear Mike: While the Everyday Health, Inc. (“Company”) management team, Board of Directors (“Board”) and (most especially) I will miss your involvement in day-to-day operations and strategic vision, we understand your desire to put in place a transition plan in anticipation of the Company’s initial pub
February 12, 2014	EX-10.6(1)	FIRST LOAN MODIFICATION AGREEMENT Exhibit 10.6.1 FIRST LOAN MODIFICATION AGREEMENT This First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of November 14, 2013, by and among (a) SILICON VALLEY BANK, a California corporation (“SVB”; and in its capacity as Administrative Agent, the “Agent”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 with a loan pro
February 12, 2014	EX-10.4	EVERYDAY HEALTH, INC. Form of Director Indemnification Agreement Exhibit 10.4 EVERYDAY HEALTH, INC. Form of Director Indemnification Agreement This Director Indemnification Agreement, dated as of , 2014 (this “Agreement”), is made by and between Everyday Health, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). Recitals A. The Company desires to attract and retain the services of highly qualified individuals as directors. B. The Company’s Amende
February 12, 2014	EX-3.4	Amended and Restated Bylaws EVERYDAY HEALTH, INC. (a Delaware Corporation) Table of Contents Exhibit 3.4 Amended and Restated Bylaws of EVERYDAY HEALTH, INC. (a Delaware Corporation) Table of Contents Page ARTICLE I Offices 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II Corporate Seal 1 Section 3. Corporate Seal 1 ARTICLE III Stockholders’ Meetings 1 Section 4. Place Of Meetings 1 Section 5. Annual Meetings 1 Section 6. Special Meetings 5 Section 7. Notice Of Meeti
February 12, 2014	EX-10.12(1)	January 21, 2014 Exhibit 10.12.1 January 21, 2014 Scott Wolf 19 Jessica Way Wayne, NJ 07470 Dear Scott, Upon your hiring by Everyday Health (f/k/a Waterfront Media) (the “Company”), you and the Company executed an employment letter, dated May 9, 2005 (the “Employment Letter”). You and the Company hereby agree to amend certain of the terms and conditions contained in the Employment Letter as set forth below: Severa
February 12, 2014	DRS/A	- 3B2 EDGAR HTML - c74554drsa.htm Confidential draft submitted to the Securities and Exchange Commission on February 12, 2014. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 t
February 12, 2014	EX-10.8	EMPLOYMENT AGREEMENT Exhibit 10.8 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into effective November 22, 2010 (the “Effective Date”), by and between Michael Keriakos (the “Employee”) and Everyday Health, Inc. (the “Company”). The Company desires to employ the Employee and, in connection therewith, to compensate the Employee for Employee’s personal services to the Company; and The Emplo
February 12, 2014	EX-10.11	August 17, 2011 Exhibit 10.11 August 17, 2011 Paul Slavin Dear Paul, On behalf of Everyday Health Inc. (the “Company”), I am pleased to offer you the position of Senior Vice President reporting to Goli Sheikholeslami. The terms of your employment relationship with the Company will be set forth below. Compensation. Your start date will be September 6, 2011. Your base compensation is annualized at $300,000. Additio
February 12, 2014	EX-4.10	WARRANT TO PURCHASE STOCK Exhibit 4.10 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTA
February 12, 2014	EX-10.5(7)	SIXTH LOAN MODIFICATION AGREEMENT Exhibit 10.5.7 SIXTH LOAN MODIFICATION AGREEMENT This Sixth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of November 14, 2013, by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 with a loan production office located at 505 Fifth Avenue, 11th Floor, N
February 12, 2014	EX-10.11(1)	February 25, 2013 Exhibit 10.11.1 February 25, 2013 Paul Slavin 325 West End Ave, Apt 1a New York, NY 10023 Dear Paul: Upon your hiring by Everyday Health, Inc. (the “Company”) in 2011, you and the Company executed the attached employment letter dated August 17, 2011(“Employment Letter”). In connection with your promotion to Chief Operating Officer of the Company, you and the Company would like to amend some of the
February 12, 2014	EX-10.9	EMPLOYMENT AGREEMENT Exhibit 10.9 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into effective November 22, 2010 (the “Effective Date”), by and between Brian Cooper (the “Employee”) and Everyday Health, Inc. (the “Company”). The Company desires to employ the Employee and, in connection therewith, to compensate the Employee for Employee’s personal services to the Company; and The Employee
February 12, 2014	EX-10.12	May 9, 2005 Exhibit 10.12 May 9, 2005 Mr. Scott Wolf 19 Jessica Way Wayne, NJ Dear Scott: On behalf of Waterfront Media, Inc. (the “Company”), we are pleased to offer you the position of Senior Vice President of Advertising Sales reporting to Michael Keriakos, Waterfront Media’s Founder and Executive Vice President. The terms of your employment relationship with the Company will be set forth below. Compensati
November 13, 2013	EX-4.5	WATERFRONT MEDIA INC. WARRANT TO PURCHASE SHARES OF SERIES F PREFERRED STOCK exv4w7 Exhibit 4.5 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM
November 13, 2013	EX-10.5(3)	SECOND LOAN MODIFICATION AGREEMENT Exhibit 10.5.3 SECOND LOAN MODIFICATION AGREEMENT This Second Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of December 21, 2011, by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 with a loan production office located at 505 Fifth Avenue, 11th Floor,
November 13, 2013	EX-10.1(1)	AMENDMENT TO WATERFRONT MEDIA INC. 2003 STOCK OPTION PLAN Exhibit 10.1.1 AMENDMENT TO WATERFRONT MEDIA INC. 2003 STOCK OPTION PLAN This Amendment (the “Amendment”) by Everyday Health, Inc., formerly known as Waterfront Media Inc., a Delaware corporation (the “Company”), to the Waterfront Media Inc. 2003 Stock Option Plan (the “Plan”) is adopted this 22nd day of March, 2013. All capitalized terms not otherwise defined in this Amendment shall have the mean
November 13, 2013	EX-10.3	AGREEMENT OF LEASE THE RECTOR, CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW YORK, WATERFRONT MEDIA INC. Dated: August 26, 2009 Portion of the Sixteenth (16th) Floor 345 Hudson Street New York, New York Parish of Trinity Church in exv10w3 Exhibit 10.3 AGREEMENT OF LEASE between THE RECTOR, CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW YORK, Landlord and WATERFRONT MEDIA INC. Tenant Dated: August 26, 2009 Portion of the Sixteenth (16th) Floor 345 Hudson Street New York, New York ********************************************************************** Parish of Trinity Church in the City of New York Real Est
November 13, 2013	EX-10.3(1)	FIRST AMENDMENT OF LEASE exv10w3w1 Exhibit 10.3.1 FIRST AMENDMENT OF LEASE THIS FIRST AMENDMENT OF LEASE, dated as of the 22nd day of February 2010 (this “Agreement”), made by and between THE RECTOR, CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW YORK, a religious corporation, having its office at 75 Varick Street, 2nd Floor, New York, New York 10013 (“Landlord”), and WATERFRONT MEDIA INC., a Delaware c
November 13, 2013	EX-4.8	WARRANT TO PURCHASE STOCK Exhibit 4.8 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN
November 13, 2013	EX-10.1	AGORA MEDIA INC. 2003 STOCK OPTION PLAN, AS AMENDED exv10w1 Exhibit 10.1 AGORA MEDIA INC. 2003 STOCK OPTION PLAN, AS AMENDED 1. Purpose. Agora Media Inc., a Delaware corporation (“Agora”), desires to attract and retain the best available talent and to encourage the highest level of performance. The Agora Media Inc. 2003 Stock Option Plan, as amended (the “Plan”), is intended to contribute significantly to the attainment of these objectives by affor
November 13, 2013	EX-10.5(4)	THIRD LOAN MODIFICATION AGREEMENT Exhibit 10.5.4 THIRD LOAN MODIFICATION AGREEMENT This Third Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of August 10, 2012, by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 with a loan production office located at 505 Fifth Avenue, 11th Floor, New
November 13, 2013	EX-10.3(2)	SECOND AMENDMENT OF LEASE Exhibit 10.3.2 SECOND AMENDMENT OF LEASE THIS SECOND AMENDMENT OF LEASE, dated as of the 1st day of May 2010 (this “Agreement”), made by and between THE RECTOR, CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW YORK, a religious corporation, having an address at 75 Varick Street, 2nd Floor, New York, New York 10013 (“Landlord”), and EVERYDAY HEALTH, INC. (formerly known as Waterfro
November 13, 2013	EX-10.3(3)	THIRD AMENDMENT OF LEASE Exhibit 10.3.3 THIRD AMENDMENT OF LEASE THIS THIRD AMENDMENT OF LEASE, dated as of the 31 day of May 2011 (this “Agreement”), by and between THE RECTOR, CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW YORK, a religious corporation, having an address at 75 Varick Street, 2nd Floor, New York, New York 10013 (“Landlord”), and EVERYDAY HEALTH, INC. (formerly known as Waterfront Media
November 13, 2013	EX-10.5(1)	FIRST LOAN MODIFICATION AGREEMENT Exhibit 10.5.1 FIRST LOAN MODIFICATION AGREEMENT This First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of April 27, 2011, and is effective as of March 31, 2011, by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 with a loan production office locate
November 13, 2013	EX-10.13(2)	Myrtle Potter & Company, LLC 1275 Lincoln Ave, Suite 7 San Jose Ca. 95125 Phone 408-993-1614 Fax 408-993-1602 AGREEMENT FOR EVERYDAY HEALTH SALES ACCELERATION AND SALES TRAINING Exhibit 10.13.2 Myrtle Potter & Company, LLC 1275 Lincoln Ave, Suite 7 San Jose Ca. 95125 Phone 408-993-1614 Fax 408-993-1602 AGREEMENT FOR EVERYDAY HEALTH SALES ACCELERATION AND SALES TRAINING This Agreement (“Agreement”), dated and effective September 14, 2012 by and between Myrtle Potter and Company, LLC (“Advisor”) and Everyday Health Media, LLC (“Client” or “Everyday Health”) is hereby agreed
November 13, 2013	DRSLTR	- Babak Yaghmaie T: (212) 479-6556 F: (212) 479-6275 [email protected] November 13, 2013 Via EDGAR and FedEx U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jennifer López RE: Everyday Health, Inc. Confidential Draft Registration Statement on Form S-1 Submitted July 31, 2013 CIK No. 0001358483 Dear Ms. López: On behalf of Eve
November 13, 2013	EX-4.3	WARRANT AGREEMENT To Purchase Shares of the Series C Preferred Stock of WATERFRONT MEDIA INC. Dated as of March 22, 2007 (the “Effective Date”) exv4w5 Exhibit 4.3 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQU
November 13, 2013	EX-10.5	LOAN AND SECURITY AGREEMENT Exhibit 10.5 LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 22, 2010 (the “Effective Date”) is among (a) SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 with a loan production office located at 535 Fifth Avenue, 27th Floor, New York, New York 10017
November 13, 2013	EX-10.3(4)	FOURTH AMENDMENT OF LEASE Exhibit 10.3.4 FOURTH AMENDMENT OF LEASE THIS FOURTH AMENDMENT OF LEASE, dated as of the 1st day of April 2012 (this “Agreement”), made by and between THE RECTOR, CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW YORK, a religious corporation, having its office at 75 Varick Street, 2nd Floor, New York, New York 10013 (“Landlord”), and EVERYDAY HEALTH, INC. (formerly known as Waterf
November 13, 2013	EX-10.6	SUBORDINATED LOAN AND SECURITY AGREEMENT Exhibit 10.6 SUBORDINATED LOAN AND SECURITY AGREEMENT This SUBORDINATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 22, 2012 (the “Effective Date”) by and among: (a) SILICON VALLEY BANK, a California corporation (“SVB”; and in its capacity as Administrative Agent, the “Agent”), (b) SVB, SILVER LAKE WATERMAN FUND, L.P., a Delaware limited partnership (“Silver Lake”) and any o
November 13, 2013	EX-4.9	WARRANT TO PURCHASE STOCK Exhibit 4.9 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN
November 13, 2013	EX-10.13	Myrtle Potter and Company, LLC 1275 Lincoln Ave, Suite 7 San Jose Ca. 95125 Phone 408-993-1614 Fax 408-993-1602 AGREEMENT FOR SALES TRAINING CURRICULUM FOR EVERYDAY HEALTH AND COACHING OF SELECT KEY EXECUTIVES/MANAGERS EX-10.13 27 filename27.htm Exhibit 10.13 Myrtle Potter and Company, LLC 1275 Lincoln Ave, Suite 7 San Jose Ca. 95125 Phone 408-993-1614 Fax 408-993-1602 AGREEMENT FOR SALES TRAINING CURRICULUM FOR EVERYDAY HEALTH AND COACHING OF SELECT KEY EXECUTIVES/MANAGERS This Agreement (“Agreement”), dated and effective May 1, 2011 by and between Myrtle Potter and Company, LLC (“Advisor”) and Everyday Health
November 13, 2013	EX-21.1	Exhibit 21.1 Exhibit 21.1 Subsidiaries of Registrant Jurisdiction of Formation Everyday Health Media, LLC Delaware, United States MedPage Today, LLC New Jersey, United States
November 13, 2013	EX-4.6	WARRANT TO PURCHASE COMMON STOCK Exhibit 4.6 Execution Copy THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW UNLESS AND UNTIL
November 13, 2013	EX-10.13(1)	Myrtle Potter and Company, LLC 1275 Lincoln Ave, Suite 7 San Jose Ca. 95125 Phone 408-993-1614 Fax 408-993-1602 AGREEMENT FOR MEDPAGE TODAY INTERNATIONAL WEBSITE SPONSORSHIPS Exhibit 10.13.1 Myrtle Potter and Company, LLC 1275 Lincoln Ave, Suite 7 San Jose Ca. 95125 Phone 408-993-1614 Fax 408-993-1602 AGREEMENT FOR MEDPAGE TODAY INTERNATIONAL WEBSITE SPONSORSHIPS This Agreement (“Agreement”), dated and effective September 10, 2012 by and between Myrtle Potter and Company, LLC (“Advisor”) and Everyday Health Media, LLC (“Client” or “Everyday Health”) is hereby agreed to
November 13, 2013	EX-4.2	SIXTH AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENT TABLE OF CONTENTS Exhibit 4.2 SIXTH AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENT TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 5 2.1 Demand Registration 5 2.2 Company Registration 6 2.3 Form S-3 Registration 7 2.4 Underwriting Requirements 7 2.5 Obligations of the Company 9 2.6 Furnish Information 10 2.7 Expenses of Registration 10 2.8 Delay of Registration 11 2.9 Indemnification 11 2.10 Repor
November 13, 2013	EX-4.7	WARRANT TO PURCHASE STOCK Exhibit 4.7 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN
November 13, 2013	EX-10.5(2)	JOINDER AGREEMENT Exhibit 10.5.2 JOINDER AGREEMENT Dated: As of July 8, 2011 Reference is hereby made to a certain loan arrangement by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054, and with a loan production office located at 535 Fifth Avenue, 27th Floor, New York, New York 10017, and (b) (i) EVERYDAY H
November 13, 2013	EX-10.5(6)	FIFTH LOAN MODIFICATION AGREEMENT Exhibit 10.5.6 FIFTH LOAN MODIFICATION AGREEMENT This Fifth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of September 23, 2013, by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 with a loan production office located at 505 Fifth Avenue, 11th Floor,
November 13, 2013	EX-4.4	WARRANT TO PURCHASE STOCK Corporation: WATERFRONT MEDIA INC., a Delaware corporation Number of Shares: 47,285 Class of Stock: Series F Preferred Stock Initial Exercise Price: $7.6134 Issue Date: September 18, 2009 Expiration Date: September 18, 2016 exv4w6 Exhibit 4.4 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW. WARRANT TO PURCHASE STOCK Corporation: WATERFRONT MEDIA INC., a Delaware corporation Number of Shares: 47,285 Class of Stock: Series F Preferred Stock Initial Exercise
November 13, 2013	DRS/A	- 3B2 EDGAR HTML - c74554preflight.htm Confidential draft submitted to the Securities and Exchange Commission on November 13, 2013. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No
November 13, 2013	EX-10.5(5)	FOURTH LOAN MODIFICATION AGREEMENT Exhibit 10.5.5 FOURTH LOAN MODIFICATION AGREEMENT This Fourth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of October 22, 2012, by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 with a loan production office located at 505 Fifth Avenue, 11th Floor,
July 31, 2013	DRS	- Confidential draft submitted to the Securities and Exchange Commission on July 30, 2013.
July 31, 2013	EX-3.1	TENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION EVERYDAY HEALTH, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Exhibit 3.1 TENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EVERYDAY HEALTH, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Everyday Health, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “
July 31, 2013	EX-3.3	AMENDED AND RESTATED AGORA MEDIA INC. AMENDED AND RESTATED Table of Contents AMENDED AND RESTATED BY-LAWS OF AGORA MEDIA INC. AMENDED AND RESTATED BY-LAWS Table of Contents Page Article 1 - Stockholders 1 1.1 Stockholders and Shares 1 1.2 Place of Meetings 1 1.3 Annual Meeting 1 1.4 Special Meetings 1 1.5 Notice of Meetings 2 1.6 Voting List 2 1.7 Quorum 2 1.8 Adjournments 2 1.9 Voting and Proxies 2 1.10 Action at Meeting 3 1.11 Action without Meeting 3 Article 2 - Directo
November 12, 2010	RW	Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Mr. H. Christopher Owings Ms. Catherine Brown RW 1 y87724rw.htm RW November 12, 2010 Via Edgar and Federal Express Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Mr. H. Christopher Owings Ms. Catherine Brown Re: Everyday Health, Inc. Withdrawal of Registration Statement on Form S-1 (File No. 333-164474) Dear Mr. Owings and Ms. Brown: Pursuant to Rule 477 promulgated under the S
August 19, 2010	EX-10.6.1	FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT exv10w6w1 Exhibit 10.6.1 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This First Amendment to Loan and Security Agreement (the “Amendment”) is entered into as of July 1, 2010, by and between SQUARE 1 BANK (the “Bank”) and EVERYDAY HEALTH, INC. (f/k/a Waterfront Media Inc.) (the “Parent”), REVOLUTION HEALTH GROUP LLC (“RHG”) and CAREPAGES, INC. (“Carepages”, and together with Parent and RHG, each
August 19, 2010	EX-10.12	WATERFRONT MEDIA, INC. 45 Main Street, #800 Brooklyn, NY 11201 exv10w12 Exhibit 10.12 [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. WATERFRONT MEDIA, INC. 45 Main Street, #800 Brooklyn, NY 11201 February 12, 2008 SBD/Waterfront Media Limited Partnership c/o William Morris A
August 19, 2010	S-1/A	As filed with the Securities and Exchange Commission on August 18, 2010 sv1za Table of Contents As filed with the Securities and Exchange Commission on August 18, 2010 Registration No.
May 14, 2010	EX-99.3	[Manhattan Research Letterhead] exv99w3 Exhibit 99.3 [Manhattan Research Letterhead] May 6, 2010 Everyday Health, Inc. 345 Hudson Street 16th Floor New York, NY 10014 To Whom It May Concern: Manhattan Research, LLC (“Manhattan Research”) consents to the inclusion of its name and the language set forth below in the Registration Statement on Form S-1 filed by Everyday Health, Inc. and any related prospectus: “According to Manhatta
May 14, 2010	EX-99.4	[VSS Letterhead] exv99w4 Exhibit 99.4 [VSS Letterhead] May 12, 2010 Everyday Health, Inc. 345 Hudson Street 16th Floor New York, NY 10014 To Whom It May Concern: Veronis Suhler Stevenson LLC (“VSS”) consents to the inclusion of its name and the language set forth below in the Registration Statement on Form S-1 filed by Everyday Health, Inc. and any related prospectus: “According to an August 2009 report by Veronis
May 14, 2010	EX-99.2	[comScore Letterhead] exv99w2 Exhibit 99.2 [comScore Letterhead] May 11, 2010 Everyday Health, Inc. 345 Hudson Street 16th Floor New York, NY 10014 To Whom It May Concern: comScore, Inc. (“comScore”) consents to the inclusion of its name and the language set forth below in the Registration Statement on Form S-1 filed by Everyday Health, Inc. and any related prospectus: “During 2009, the Everyday Health portfolio attrac

EVDY / Everyday Health, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Grundläggande statistik

SEC Filings

SEC Filings (Chronological Order)