Sec Form 4 Filing - Nakache Patricia @ TUBEMOGUL INC - 2016-04-20

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 Nakache Patricia 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) 04/20/2016 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 4,968,249 I By Trinity Ventures X, L.P. ( 1 ) ( 2 ) Common Stock 48,044 I By Trinity X Entrepreneurs' Fund, L.P. ( 1 ) ( 2 ) Common Stock 28,134 I By Trinity X Side-By-Side Fund, L.P. ( 1 ) ( 2 ) Common Stock 2,922 I By Trinity TVL X, LLC ( 1 ) ( 2 ) Common Stock 0 I By Trinity TVL X, LLC ( 1 ) ( 2 ) Common Stock 2,528 I By TVL Management Corporation ( 2 ) ( 3 ) Common Stock 04/20/2016 S( 4 ) 522 D $ 13.41 0 I By Gordon/Nakache Family Trust ( 2 ) ( 5 )

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 Nakache Patricia 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X Signatures /s/ Patricia E. Nakache 04/22/2016 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. ( 2 )Ms. Nakache is a management member 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. Ms. Nakache serves as an officer of Trinity TVL Management Corporation. Ms. Nakache disclaims beneficial ownership of the shares held by the aforementioned entities except to the extent of her pecuniary interest therein. ( 3 )The shares are held by Trinity TVL Management Corporation. ( 4 )The sales were effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on September 14, 2015. ( 5 )The shares are held by the Gordon/Nakache Family Trust (the "Nakache Family Trust"). Ms. Nakache is a trustee of the Nakache Family Trust. Ms. Nakache disclaims beneficial ownership of the shares held by the Nakache Family Trust except to the extent of her proportionate pecuniary interest therein.

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