Demand-SEC-08062010

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As filed with the Securities and Exchange Commission on August 6, 2010Registration No. 333-

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933

Demand Media, Inc.

(Exact name of registrant as specified in its charter)

Delaware

7379

20-4731239

(State or other jurisdiction of incorporation ororganization)(Primary Standard IndustrialClassification Code Number)(I.R.S. EmployerIdentification No.)

1299 Ocean Avenue, Suite 500Santa Monica, California 90401(310) 394-6400

(Address, including zip code, and telephone number, includingarea code, of registrant's principal executive offices)

Richard M. RosenblattChairman and Chief Executive OfficerDemand Media, Inc.1299 Ocean Avenue, Suite 500Santa Monica, California 90401(310) 394-6400

(Name, address, including zip code, and telephone number,including area code, of agent for service)

Copies to:W. Alex Voxman, Esq.Robert A. Koenig, Esq.

Matthew P. Polesetsky, Esq.David T. Ho, Esq.

Kevin P. Kennedy, Esq.

Simpson Thacher & Bartlett LLP

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Latham & Watkins LLP355 South Grand AvenueLos Angeles, California 90071-1560(213) 485-1234Demand Media, Inc.1299 Ocean Avenue, Suite 500Santa Monica, California 90401(310) 394-64002550 Hanover StreetPalo Alto, California 94304(650) 251-5000

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement becomes effective.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,check the following box.

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If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.

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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering.

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If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering.

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See thedefinitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shallfile a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of theSecurities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), maydetermine.

Large accelerated filer

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Accelerated filer

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Non-accelerated filer

"

(Do not check if a smaller reporting company)Smaller reporting company

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Title of Each Class of Securities to be RegisteredProposed MaximumAggregate OfferingPrice(1)Amount of Registration Fee

Common Stock, $0.0001 par value per share $125,000,000.00 $8,912.50

(1)Estimated solely for the purpose of computing the amount of the registration fee, in accordance with Rule 457(o) promulgated under theSecurities Act of 1933, as amended. The proposed maximum offering price includes amounts attributable to shares that may be purchased bythe underwriters to cover the underwriters' option to purchase additional shares of our common stock at the initial public offering price less theunderwriters' discount.

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Table of Contents

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until theregistration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not anoffer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.SUBJECT TO COMPLETION, DATED AUGUST 6, 2010

SharesCommon Stock

This is an initial public offering of shares of common stock of Demand Media, Inc.Demand Media is offering of the shares to be sold in the offering. The selling stockholders identified in thisprospectus are offering an additional shares. Demand Media will not receive any of the proceeds from the sale of theshares being sold by the selling stockholders.Prior to this offering, there has been no public market for the common stock. It is currently estimated that the initial publicoffering price per share will be between $ and $ .Application has been made for listing on under the symbol " ."

See the section entitled "Risk Factors" on page 14 to read about factors you should consider before buying shares of thecommon stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminaloffense.

To the extent that the underwriters sell more than shares of common stock, the underwriters have the option topurchase up to an additional shares from Demand Media and shares from the selling stockholders at theinitial public offering price less the underwriting discount.

Per share Total

Initial public offering price $ $Underwriting discount $ $Proceeds, before expenses, to Demand Media $ $Proceeds, before expenses, to the selling stockholders $ $