Sec Form 4 Filing - Trinity TVL X, LLC @ TUBEMOGUL INC - 2015-06-16

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 Trinity TVL X, LLC 2. Issuer Name and Ticker or Trading Symbol TUBEMOGUL INC [ TUBE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2480 SAND HILL ROAD, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 06/16/2015 (Street) MENLO PARK, CA94025 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 06/16/2015 S 649,444 D $ 14.92 5,844,999 I By Trinity Ventures X, L.P. ( 1 ) ( 2 ) Common Stock 06/16/2015 S 6,280 D $ 14.92 56,522 I By Trinity X Entrepreneurs' Fund, L.P. ( 1 ) ( 2 ) Common Stock 06/16/2015 S 3,678 D $ 14.92 33,099 I By Trinity X Side-By-Side Fund, L.P. ( 1 ) ( 2 )

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 Trinity TVL X, LLC 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X TRINITY VENTURES X LP 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X Trinity X Entrepreneurs' Fund, L.P. 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X Trinity X Side-By-Side Fund, L.P. 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X Fenton Noel J 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X ORR LAWRENCE K 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X Tai Augustus O 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X Wang Fred 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X Nakache Patricia 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X Scholnick Dan 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X Signatures /s/ Nina C. Labatt, Management Member of Trinity TVL X, LLC 06/18/2015 Signature of Reporting Person Date /s/ Nina C. Labatt, Management Member of Trinity TVL X, LLC which serves as the sole General Partner of Trinity Ventures X, L.P. 06/18/2015 Signature of Reporting Person Date /s/ Nina C. Labatt, Management Member of Trinity TVL X, LLC which serves as the sole General Partner of Trinity X Entrepreneurs' Fund, L.P. 06/18/2015 Signature of Reporting Person Date /s/ Nina C. Labatt, Management Member of Trinity TVL X, LLC which serves as the sole General Partner of Trinity X Side-By-Side Fund, L.P. 06/18/2015 Signature of Reporting Person Date /s/ Noel J. Fenton 06/18/2015 Signature of Reporting Person Date /s/ Lawrence K. Orr 06/18/2015 Signature of Reporting Person Date /s/ Augustus O. Tai 06/18/2015 Signature of Reporting Person Date /s/ Fred Wang 06/18/2015 Signature of Reporting Person Date /s/ Patricia Nakache 06/18/2015 Signature of Reporting Person Date /s/ Daniel Scholnick 06/18/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Trinity TVL X, LLC is the general partner of Trinity Ventures X, L.P., Trinity X Side-By-Side Fund, L.P. and Trinity X Entrepreneurs' Fund, L.P. and has sole voting and investment power with respect to the shares held by Trinity Ventures X, L.P., Trinity X Side-By-Side Fund, L.P. and Trinity X Entrepreneurs' Fund, L.P. Trinity TVL X, LLC disclaims beneficial ownership of the shares held by the aforementioned entities except to the extent of its pecuniary interest therein. ( 2 )Lawrence K. Orr, Noel J. Fenton, Augustus O. Tai, Fred Wang, Patricia Nakache, Ajay Chopra, TVL Management Corporation, Karan Mehandru, Daniel Scholnick and Nina C. Labatt are management members of Trinity TVL X, LLC, and may be deemed to share voting and investment power over the shares owned by Trinity Ventures X, L.P., Trinity X Side-By-Side Fund, L.P. and Trinity X Entrepreneurs' Fund, L.P. Each of the management members of Trinity TVL X, LLC disclaims beneficial ownership of the shares held by the aforementioned entities except to the extent of his, her or its respective pecuniary interest therein. Mr. Chopra is a director of the Issuer and, accordingly, files separate Section 16 reports.

Remarks: Filing 1 of 2

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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