Amended Statement of Ownership (sc 13g/a)
09 Fevereiro 2017 - 9:09AM
Edgar (US Regulatory)
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
(Date of Event which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
¨
Rule 13d-1(b)
¨
Rule 13d-1(c)
x
Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 300415 106
|
13G
|
Page 2 of 11 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Revolution WF Holdings LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
See Footnote 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
|
5
|
SOLE VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
0
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
0
|
WITH
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
12
|
TYPE OF REPORTING PERSON*
OO
|
|
(1)
|
This Schedule 13G is filed by each of Revolution WF Holdings LLC (“ Revolution WF”), Revolution Management Company
LLC (“Management”), Revolution LLC (“Revolution”), The Stephen M. Case Revocable Trust (the “Trust”)
and Stephen M. Case (“Case”) (hereinafter sometimes referred to collectively as the “Reporting Persons”).
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
|
CUSIP No. 300415 106
|
13G
|
Page 3 of 11 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Revolution Management Company LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
See Footnote 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
|
5
|
SOLE VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
0
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
0
|
WITH
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
12
|
TYPE OF REPORTING PERSON*
OO
|
CUSIP No. 300415 106
|
13G
|
Page 4 of 11 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Revolution LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
See Footnote 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
|
5
|
SOLE VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
0
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
0
|
WITH
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
12
|
TYPE OF REPORTING PERSON*
OO
|
CUSIP No. 300415 106
|
13G
|
Page 5 of 11 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Stephen M. Case Revocable Trust
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
See Footnote 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
|
NUMBER OF
|
5
|
SOLE VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
0
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
0
|
WITH
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
12
|
TYPE OF REPORTING PERSON*
OO
|
CUSIP No. 300415 106
|
13G
|
Page 6 of 11 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen M. Case
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
See Footnote 1
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
|
5
|
SOLE VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
0
|
EACH
REPORTING
PERSON
|
7
|
SOLE DISPOSITIVE POWER
0
|
WITH
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
12
|
TYPE OF REPORTING PERSON*
IN
|
CUSIP No. 300415 106
|
13G
|
Page 7 of 11 Pages
|
Item 1.
Everyday Health, Inc. (the “Issuer”)
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
345 Hudson Street, 16
th
Floor
New York, New York 10014
Item 2.
|
(a)
|
Name of Person Filing:
|
Revolution WF Holdings LLC (“Revolution
WF”)
Revolution Management Company LLC (“Management”)
Revolution LLC (“Revolution”)
The Stephen M. Case Revocable Trust (the
“Trust”)
Stephen M. Case (“Case”)
See attached Exhibit A, which is a copy
of their agreement in writing to file this statement on behalf of each of them.
|
(b)
|
Address of Principal Business Office or, if none, Residence:
|
The
business address for each of Revolution WF, Management, Revolution, the Trust and Case is 1717 Rhode Island Avenue NW, 10
th
Floor, Washington, DC 20036
.
Each of Revolution WF, Management and Revolution are
limited liability companies organized under the laws of the State of Delaware. The Trust is a Virginia trust and Case is a citizen
of the United States.
|
(d)
|
Title of Class of Securities:
|
Common Stock, $0.01 par value per share
(the “Common Stock”)
300415 106
|
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
NOT APPLICABLE.
|
(a)
|
¨
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
|
|
(b)
|
¨
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
|
(c)
|
¨
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
CUSIP No. 300415 106
|
13G
|
Page 8 of 11 Pages
|
(d)
|
¨
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
|
|
|
|
(e)
|
¨
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
|
|
(f)
|
¨
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
|
|
(g)
|
¨
|
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
|
|
|
(h)
|
¨
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
|
(i)
|
¨
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
|
|
(j)
|
¨
|
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
|
|
|
|
(k)
|
¨
|
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
|
If filing as a non-U.S. institution in accordance
with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:_______________.
Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 0
(b)
Percent
of class: 0%
(c) Number of shares as to which the
person has:
|
(i)
|
Sole power to vote or to direct the vote –
0
|
|
(ii)
|
Shared power to vote or to direct the vote – 0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of –
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
–
0
|
Instruction
. For computations regarding securities which
represent a right to acquire an underlying security see §240.13d-3(d)(1).
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the
fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class
of securities, check the following
x
.
CUSIP No. 300415 106
|
13G
|
Page 9 of 11 Pages
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another
Person.
|
Not Applicable
|
Item 7.
|
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company.
|
Not Applicable
|
Item 8.
|
Identification and Classification of Members of the
Group.
|
Not Applicable
|
Item 9.
|
Notice of Dissolution of Group.
|
Not Applicable
Not Applicable
CUSIP No. 300415 106
|
13G
|
Page 10 of 11 Pages
|
SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
REVOLUTION WF HOLDINGS LLC
|
|
|
|
December 31, 2016
|
By:
|
/s/Stephen M. Case
|
|
Name:
|
Stephen M. Case
|
|
Title:
|
Chairman and Chief Executive Officer
|
|
|
|
|
REVOLUTION MANAGEMENT COMPANY LLC
|
|
|
|
December 31, 2016
|
By:
|
/s/Stephen M. Case
|
|
Name:
|
Stephen M. Case
|
|
Title:
|
Chairman and Chief Executive Officer
|
|
|
|
|
REVOLUTION LLC
|
|
|
|
December 31, 2016
|
By:
|
/s/Stephen M. Case
|
|
Name:
|
Stephen M. Case
|
|
Title:
|
Chairman and Chief Executive Officer
|
|
|
|
|
STEPHEN M. CASE REVOCABLE TRUST
|
|
|
|
December 31, 2016
|
By:
|
/s/Stephen M. Case
|
|
|
Stephen M. Case, Sole Trustee
|
|
|
|
December 31, 2016
|
/s/Stephen M. Case
|
|
Stephen M. Case
|
CUSIP No. 300415 106
|
13G
|
Page 11 of 11 Pages
|
EXHIBIT A
AGREEMENT
JOINT FILING
OF SCHEDULE 13G
The undersigned hereby agree to jointly prepare and file with regulatory
authorities a Schedule 13G and any future amendments thereto reporting each of the undersigned’s ownership of securities
of Everyday Health, Inc. and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned.
|
REVOLUTION WF HOLDINGS LLC
|
|
|
|
December 31, 2016
|
By:
|
/s/Stephen M. Case
|
|
Name:
|
Stephen M. Case
|
|
Title:
|
Chairman and Chief Executive Officer
|
|
|
|
|
REVOLUTION MANAGEMENT COMPANY LLC
|
|
|
|
December 31, 2016
|
By:
|
/s/Stephen M. Case
|
|
Name:
|
Stephen M. Case
|
|
Title:
|
Chairman and Chief Executive Officer
|
|
|
|
|
REVOLUTION LLC
|
|
|
|
December 31, 2016
|
By:
|
/s/Stephen M. Case
|
|
Name:
|
Stephen M. Case
|
|
Title:
|
Chairman and Chief Executive Officer
|
|
|
|
|
STEPHEN M. CASE REVOCABLE TRUST
|
|
|
|
December 31, 2016
|
By:
|
/s/Stephen M. Case
|
|
|
Stephen M. Case, Sole Trustee
|
|
|
|
December 31, 2016
|
/s/Stephen M. Case
|
|
Stephen M. Case
|
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