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^*

STATON DANIEL C

(Last)

(First)

(Middle)

C/O FRIENDFINDER NETWORKS INC.

6800 BROKEN SOUND PARKWAY, SUITE #200

(Street)

BOCA RATON

33487

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FriendFinder Networks Inc. [ FFN ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2012

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, par value $0.001 per share	10/01/2012		A		62,500	A	$0⁽¹⁾	184,997	D
Common Stock, par value $0.001 per share	10/01/2012		F		15,625	D	$0.71⁽²⁾	169,372	D
Common Stock, par value $0.001 per share	10/01/2012		F		15,625	D	$0.86⁽²⁾	153,747	D
Common Stock, par value $0.001 per share								5,271,858	I	see footnote⁽³⁾
Restricted Stock								2,500⁽⁴⁾	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 Options	$1.13							⁽⁵⁾	04/23/2022	Common Stock	8,334		8,334	D
Stock Options	$10							⁽⁶⁾	07/06/2018	Common Stock	50,000		50,000	D

Explanation of Responses:

1. These shares of common stock were granted by FriendFinder Networks Inc. (the "Company") to the reporting person under the 2012 Stock Incentive Plan pursuant to the terms of the reporting person's Amended and Restated Employment Agreement, dated as of April 24, 2012 (the "Employment Agreement").

2. The reporting person requested that these shares of common stock be withheld by the Company in accordance with the terms of the reporting person's Employment Agreement in order to satisfy a tax withholding obligation.

3. Includes 3,432,893 shares held through Staton Family Investments, Ltd., of which the reporting person is a member and holds sole voting and dispositive power over the shares owned by Staton Family Investments, Ltd.; 1,688,970 shares held by Staton Family Perpetual Trust, of which the reporting person is trustee and holds sole voting and dispositive power over the shares owned by Staton Family Perpetual Trust for the benefit of the reporting person's minor children; and 149,995 shares held by Staton Media LLC, of which the reporting person is a member and manager and holds sole voting and dispositive power over the shares owned by Staton Media LLC.

4. This grant of restricted stock of FriendFinder Networks Inc. vests on the third anniversary of the grant date (May 16, 2012).

5. This grant of stock options vests 20% on the first anniversary of the date of grant (April 24, 2012) and 20% thereafter on each annual anniversary of the date of grant until fully vested.

6. This grant of stock options vests 20% on the first anniversary of the date of grant (July 7, 2008) and 20% thereafter on each annual anniversary of the date of grant until fully vested.

	/s/ Daniel C. Staton	10/02/2012
	** 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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