Sec Form 4 Filing - Deer VI & Co. LLC @ Millennial Media Inc. - 2012-10-29

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

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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1. Name and Address of Reporting Person Deer VI & Co. LLC 2. Issuer Name and Ticker or Trading Symbol Millennial Media Inc. [ MM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS, 1865 PALMER AVENUE, SUITE 104 3. Date of Earliest Transaction (MM/DD/YY) 10/29/2012 (Street) LARCHMONT, NY10538 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/29/2012 S 2,202,329 ( 1 ) D $ 13.4425 11,297,902 ( 2 ) I By Funds ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Deer VI & Co. LLC C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X X Bessemer Venture Partners Co-Investment L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X X Bessemer Venture Partners VI Institutional L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X X Bessemer Venture Partners VI L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X X Signatures /s/ J. Edmund Colloton, Executive Manager of Deer VI & Co. LLC 10/29/2012 Signature of Reporting Person Date /s/ J. Edmund Colloton, Executive Manager of Deer VI & Co. LLC, the General Partner of Bessemer Venture Partners Co-Investment L.P. 10/29/2012 Signature of Reporting Person Date /s/ J. Edmund Colloton, Executive Manager of Deer VI & Co. LLC, the General Partner of Bessemer Venture Partners VI Institutional L.P. 10/29/2012 Signature of Reporting Person Date /s/ J. Edmund Colloton, Executive Manager of Deer VI & Co. LLC, the General Partner of Bessemer Venture Partners VI L.P. 10/29/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The total includes 1,633,048 shares sold by Bessemer Venture Partners VI, L.P. ("BVP VI"), 548,506 shares sold by Bessemer Venture Partners Co-Investment, L.P. ("BVP Co-Investment") and 20,775 shares sold by Bessemer Venture Partners VI Institutional, L.P. ("BVP Institutional," and together with BVP VI and BVP Co-Investment, the "Funds"). ( 2 )The total includes 8,377,503 shares held by BVP VI, 2,813,824 shares held by BVP Co-Investment and 106,575 shares held by BVP Institutional. ( 3 )Deer VI & Co LLC ("Deer VI") is the general partner of each of the Funds. The Funds, together with Deer VI, are the "Bessemer Entities." Deer VI disclaims beneficial ownership of the securities owned directly by the Funds, and this report shall not be deemed as admission that Deer VI is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any, by virtue of its general partner interests in the Funds. Robert Goodman, an executive manager of Deer VI, serves as the representative of the Bessemer Entities on the issuer's board of directors.

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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