UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 1018, 2018

XO Group Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware	001-35217	13-3895178
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File No.)	Identification No.)

195 Broadway, 25th Floor

New York, New York

10007

(Address of Principal Executive Offices)

(Zip Code)

(212) 219-8555

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01. Other Events.

On December 1018, 2018, the U.S. Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) with respect to the pending acquisition (the “Merger”) of XO Group Inc. (the “Company”) by ~~WeddingWire,~~announced ~~Inc. (“Parent”) pursuant to the Agreement and Plan of Merger~~that, ~~dated~~based ason ofpreliminary ~~September~~results ~~24,~~provided ~~2018,~~ by ~~and~~its ~~among Parent,~~inspector ~~Wedelia Merger Sub, Corp., a wholly owned subsidiary~~ of ~~Parent,~~elections ~~and~~following the Company.’s ~~The~~special ~~grant of early termination is effective~~meeting ~~immediately. The early termination~~ of ~~the~~stockholders ~~waiting~~held ~~period~~on ~~under~~December ~~the~~18, ~~HSR~~2018 ~~Act satisfies one of~~ (the ~~conditions~~“Special toMeeting”), ~~the~~stockholders ~~closing~~have ofvoted ~~the Merger. Subject~~ to ~~the~~approve ~~receipt~~all of ~~stockholder approval in respect of~~ the ~~Merger~~proposals considered at the ~~Company’s~~Special ~~special~~Meeting. ~~meeting~~At ~~of stockholders~~the ~~scheduled~~Special ~~for December 18~~Meeting, ~~2018,~~ the ~~Company~~following ~~and~~proposals ~~Parent~~were ~~now anticipate that the Merger will close during December 2018.~~considered:

~~Additional~~(1) ~~Information~~the adoption of the Agreement and ~~Where~~Plan of Merger, dated as of September 24, 2018 (the “Merger Agreement”), by and among the Company, WeddingWire, Inc. (“Parent”) and Wedelia Merger Sub, Corp. (“Merger Sub”), which provides, among other things and subject to ~~Find It~~the terms and conditions set forth therein, that Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent;

~~This~~(2) ~~communication relates to~~ the ~~proposed merger transaction involving the Company. In connection with the proposed merger~~approval, ~~the Company has filed a definitive proxy statement~~ on ~~Schedule~~an ~~14A~~advisory (~~the “Proxy Statement”~~non-binding) ~~with the U.S. Securities and Exchange Commission (the “SEC”) on November 13~~basis, ~~2018,~~of ~~and~~certain ~~mailed~~compensation ~~the~~that ~~Proxy~~may ~~Statement~~be ~~and~~paid ~~accompanying~~or ~~proxy~~become ~~card~~payable to the Company’s ~~stockholders,~~named ~~and~~executive ~~has~~officers ~~filed and~~in ~~may~~connection ~~file other relevant documents relating to the proposed transaction~~ with the ~~SEC.~~Merger; BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT CAREFULLY, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN, AS THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain a copy of the Proxy Statement and the other documents filed by the Company free of charge at the SEC’s website, http://www.sec.gov, and the Company’s website, www.xogroupinc.com.

~~Participants~~(3) the approval of the adjournment of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement or in the ~~Solicitation~~absence of a quorum.

The Company ~~and~~expects ~~its directors and executive officers may be deemed~~ to befile ~~participants~~a in the solicitation of proxies from the holders of Company Common Stock in respect of the proposed merger. Information about the directors and executive officers of the Company is set forth in the proxy statement for the Company’s 2018 annual meeting of stockholders, which was filed with the SEC on April 9, 2018, and in other documents filed by the Company with the SEC, including the Current Report on Form 8-K ~~filed~~under Item ~~with the SEC on June 1, 2018~~5.07 ~~Other~~with ~~information regarding~~ the ~~participants~~Securities ~~in the proxy solicitation~~ and aExchange ~~description~~Commission ofreporting ~~their direct and indirect interests, by security holdings or otherwise, is contained in~~ the ~~Proxy~~voting ~~Statement~~results ~~and~~within ~~may be contained in other relevant materials filed with~~ the ~~SEC~~required intime ~~respect of~~periods ~~the~~for ~~proposed~~such ~~transaction~~filing.

Forward-Looking Statements

This Form 8-K may contain projections or other forward-looking statements regarding future events or our future financial performance or estimates regarding third parties. These statements are only estimates or predictions and reflect our current beliefs and expectations. Actual events or results may differ materially from those contained in the estimates, projections or forward-looking statements. It is routine for internal projections and expectations to change as the quarter progresses, and therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations may change prior to the end of the quarter. Although these expectations may change, we will not necessarily inform you if they do. Our policy is to provide expectations not more than once per quarter, and not to update that information until the next quarter. Some of the factors that could cause actual results to differ materially from the forward-looking statements contained herein include, without limitation, (i) our operating results may fluctuate, are difficult to predict and could fall below expectations, (ii) our ability to accurately measure and monetize the level of offline store level traffic attributable to an online digital campaign conducted on our sites, (iii) our business depends on strong brands, and failing to maintain and enhance our brands would hurt our business, (iv) our ongoing investment in new businesses and new products, services, and technologies is inherently risky, and could disrupt our ongoing business and/or fail to generate the results we are expecting, (v) if we are unable to continue to develop solutions that generate revenue from advertising and other services delivered to mobile devices, our business could be harmed, (vi) our businesses could be negatively affected by changes in Internet search engine and app store search algorithms and email marketing policies, (vii) we face intense competition in our markets. If we do not continue to innovate and provide products and services that are useful to users, we may not remain competitive, and our revenue and results of operations could be adversely affected, (viii) our transactions business is dependent on third-party participants, whose lack of performance could adversely affect our results of operations, (ix) fraudulent or unlawful activities on our marketplace could harm our business and consumer confidence in our marketplace, (x) we may be subject to legal liability associated with providing online services or content, (xi) we may be unable to continue to use the domain names that we use in our business, or prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brand or our trademarks or service marks, (xii) risks related to the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement, (xiii) the failure to obtain Company stockholder approval of the proposed transaction or required regulatory approvals or the failure to satisfy any of the other conditions to the completion of the proposed transaction, (xiv) the effect of the announcement of the proposed transaction on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, suppliers, vendors, advertisers, distributors, partners and others with whom it does business, or on its operating results and businesses generally, (xv) risks associated with the disruption of management’s attention from ongoing business operations due to the proposed transaction, (xvi) the ability to meet expectations regarding the timing and completion of the proposed transaction, (xvii) the potential impact of the consummation of the proposed transaction on the Company’s relationships, including with employees, customers, suppliers, vendors, advertisers, distributors, partners and competitors, and (xviii) other factors detailed in documents we file from time to time with the SEC. Forward-looking statements in this Form 8-K are made pursuant to the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	XO GROUP INC.


	By:	/s/ Gillian Munson
		Gillian Munson
		Chief Financial Officer

Date: December 1018, 2018

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