SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Naidu Taryn Jogi

(Last)

(First)

(Middle)

5808 LAKE WASHINGTON BLVD. NE

SUITE 300

(Street)

KIRKLAND

98033

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RIGHTSIDE GROUP, LTD. [ NAME ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/07/2014		A		36,122⁽¹⁾	A	$0.0	61,053⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$5.85⁽³⁾	08/07/2014		A		2,471⁽³⁾		⁽⁴⁾	02/28/2017	Common Stock	2,471	$0.	2,471	D
Stock Option (Right to Buy)	$5.85⁽³⁾	08/07/2014		A		5,084⁽³⁾		⁽⁵⁾	04/27/2017	Common Stock	5,084	$0	5,084	D
Stock Option (Right to Buy)	$8.43⁽³⁾	08/07/2014		A		7,627⁽³⁾		⁽⁶⁾	10/26/2017	Common Stock	7,627	$0	7,627	D
Stock Option (Right to Buy)	$10.59⁽³⁾	08/07/2014		A		7,627⁽³⁾		⁽⁷⁾	01/29/2018	Common Stock	7,627	$0	7,627	D
Stock Option (Right to Buy)	$9.36⁽³⁾	08/07/2014		A		5,084⁽³⁾		⁽⁸⁾	03/24/2019	Common Stock	5,084	$0	5,084	D
Stock Option (Right to Buy)	$19.07⁽³⁾	08/07/2014		A		6,139⁽³⁾		⁽⁹⁾	03/24/2020	Common Stock	6,139	$0	6,139	D
Stock Option (Right to Buy)	$19.07⁽³⁾	08/07/2014		A		5,928⁽³⁾		⁽¹⁰⁾	08/02/2020	Common Stock	5,928	$0	5,928	D

Explanation of Responses:

1. Represents restricted stock units granted pursuant to the Rightside 2014 Incentive Award Plan (the "Plan"). The securities reported are the result of the conversion of restricted stock units originally granted by Demand Media, Inc. ("Demand Media") to the Reporting Person into restricted stock units of the Issuer in connection with the legal and structural separation of the Issuer from Demand Media (the "Spin-off"). The number of restricted stock units received was based on a ratio provided in the Employee Matters Agreement, dated as of August 1, 2014, between the Issuer and Demand Media, which form is included as Exhibit 10.3 to the Issuer's Form 10/A filed with the Securities and Exchange Commission on July 3, 2014 (the "Employee Matters Agreement"). Other than this conversion, these restricted stock units have the same terms and conditions, including vesting, as the original Demand Media restricted stock units immediately prior to the Spin-Off.

2. Includes shares of the Issuer's common stock received in connection with the Spin-off in an exempt transaction pursuant to Rule 16a-9.

3. Represents stock options granted pursuant to the Plan. In connection with the Spin-off, pursuant to the Employee Matters Agreement, and in accordance with the Plan, the Reporting Person received the number of stock options of the Issuer based on a ratio of the converted exercise price and number of stock options held by the Reporting Person immediately before the Spin-off that were granted to the Reporting Person pursuant to an equity plan of Demand Media, Inc. Other than this conversion, these stock options have the same terms and conditions, including vesting and exercisability, as the original Demand Media, Inc. stock options immediately prior to the Spin-off.

4. The Option fully vested on February 28, 2011.

5. The Option fully vested on April 27, 2011.

6. The Option fully vested on October 24, 2011.

7. The Option fully vested on January 23, 2012.

8. The Option fully vested on March 24, 2013.

9. The Option fully vested on March 24, 2014.

10. The Option fully vested on July 18, 2014.

	/s/ Elizabeth Y. Lee, Attorney-in-fact	08/08/2014
	** 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).
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