Form 4 Sheehan Becky A For: Aug 26 (10K)

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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^*

Sheehan Becky A

(Last)

(First)

(Middle)

3113 WOODCREEK DRIVE

(Street)

DOWNERS GROVE

60515

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FTD Group, Inc. [FTD]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2008

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/26/2008		D		30,000 ⁽¹⁾	D	⁽²⁾	0	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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 13.565

08/26/2008

283,877

⁽³⁾

07/05/2016

Common Stock

283,877

⁽³⁾

Explanation of Responses:

1. These shares of common stock include 24,000 shares of restricted stock granted under FTD's 2005 Amended and Restated Equity Incentive Award Plan, each of which represents a contingent right to receive shares of FTD common stock.

2. Disposed of pursuant to an Agreement and Plan of Merger, dated as of April 30, 2008, as amended, by and among FTD Group, Inc. ("FTD"), United Online, Inc. ("United Online") and UNOLA Corp. (the "Merger") which provided for merger consideration of $10.15 in cash, without interest, and 0.4087 of a share of United Online common stock for each share of FTD common stock (the "Merger Consideration"). The market value of United Online common stock on the effective date of the merger was $10.93 per share.

3. This option, provided for vesting as follows: 43,877 options vested on 06/30/07, 60,000 options vested on 06/30/08 and 180,000 options vested on 8/26/08. Upon the effective date of the Merger, the option was canceled in exchange for the Merger Consideration (as defined above), reduced ratably by the exercise price of the unexercised options in the same proportion that the value of the cash and fraction of a share of United Online common stock comprising the merger consideration bear to each other.

	Jandy Tomy, Attorney-in-Fact	08/28/2008
	** 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 Number.

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