FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Wolin Benjamin 		2. Issuer Name and Ticker or Trading Symbol

Everyday Health, Inc. [ EVDY ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO
(Last)          (First)          (Middle)

C/O EVERYDAY HEALTH, INC.,, 345 HUDSON STREET, 16TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/3/2016
(Street)

NEW YORK, NY 10014
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   12/3/2016     U (1)    467077   D $10.50   (1) 168172   D    
Common Stock   12/5/2016     X (2)    233331   A $0.0001   401503   D    
Common Stock   12/5/2016     D (3)    233331   D $10.50   (3) 168172   D    
Common Stock   12/5/2016     D (4)    168172   D $10.50   (4) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   $8.865   12/5/2016     D   (5)       30184      (5)   (5) Common Stock   30184   $1.635   (5) 0   D    
Employee Stock Option (Right to Buy   $4.995   12/5/2016     D   (5)       66666      (5)   (5) Common Stock   66666   $5.505   (5) 0   D    
Employee Stock Option (Right to Buy)   $5.76   12/5/2016     D   (5)       130090      (5)   (5) Common Stock   130090   $4.74   (5) 0   D    
Employee Stock Option (Right to Buy)   $9.27   12/5/2016     D   (5)       133333      (5)   (5) Common Stock   133333   $1.23   (5) 0   D    
Employee Stock Option (Right to Buy)   $6.345   12/5/2016     D   (5)       133333      (5)   (5) Common Stock   133333   $4.155   (5) 0   D    
Employee Stock Option (Right to Buy)   $7.68   12/5/2016     D   (5)       164166      (5)   (5) Common Stock   164166   $2.82   (5) 0   D    
Call Option (Right to Buy)   (6) $0.0001   12/5/2016     X         233331      (7)   (8) Common Stock   233331   $0.00   0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to a cash tender offer conducted in accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated October 21, 2016, among the Issuer, Ziff Davis, LLC, a Delaware limited liability company(the "Parent"), Project Echo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser") and j2 Global, Inc. in exchange for cash consideration of $10.50 per share, without interest and less any applicable tax withholding. Pursuant to the Merger Agreement, the Purchaser merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger").
( 2)  Acquired pursuant to the exercise of the Performance Warrant, as described below.
( 3)  Pursuant to the terms of the Merger Agreement, these shares were cancelled and converted into the right to receive cash consideration of $10.50 per share (without interest and less any applicable tax withholding).
( 4)  Pursuant to the terms of the Reporting Person's employment agreement with the Issuer, the vesting of restricted stock units for an aggregate of 168,172 shares was accelerated in connection with the Merger. Pursuant to the terms of the Merger Agreement, these accelerated restricted stock units were cancelled and converted into the right to receive cash consideration of $10.50 per share (without interest and less any applicable tax withholding).
( 5)  Pursuant to the terms of the Merger Agreement, this option was cancelled and converted into the right to receive cash consideration of $10.50 per share subject to such stock option less the exercise price payable per share (without interest and less any applicable tax withholding).
( 6)  Represents a performance warrant (the "Performance Warrant") granted to the Reporting Person and Michael Keriakos, the founders of the Issuer, as reflected in the Performance Warrant Agreement, as amended (the "Performance Warrant Agreement"), by and among the Reporting Person, Mr. Keriakos and certain other stockholders of the Issuer.
( 7)  Pursuant to the Performance Warrant Agreement, and subject to the terms and conditions thereof, beginning on January 1, 2017, the Performance Warrant was to become exercisable, subject to the potential acceleration of exercisability upon the occurrence of a change in control of the Issuer (the "Trigger Date"). Because the Merger constituted a change in control, the Trigger Date occurred on, and the Performance Warrant was exercised effective as of, December 5, 2016.
( 8)  The Performance Warrant was scheduled to expire, if not previously exercised, upon the last day of the year in which the Trigger Date occurred.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Wolin Benjamin
C/O EVERYDAY HEALTH, INC.,
345 HUDSON STREET, 16TH FLOOR
NEW YORK, NY 10014 		X
CEO

Signatures
/s/Alan Shapiro, Attorney-in-Fact 12/6/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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