Sec Form 4 Filing - Foundation Capital Management Co. VI, LLC @ TUBEMOGUL INC - 2016-10-03

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 Foundation Capital Management Co. VI, 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) 250 MIDDLEFIELD ROAD 3. Date of Earliest Transaction (MM/DD/YY) 10/03/2016 (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 10/03/2016 J( 1 ) 390,000 D $ 0 5,848,097 I By Foundation Capital VI, L.P. ( 2 ) Common Stock 10/03/2016 J( 3 ) 100,425 A $ 0 100,425 I By Foundation Capital Management Co. VI, L.L.C. ( 2 ) Common Stock 10/03/2016 J( 4 ) 100,425 D $ 0 0 I By Foundation Capital Management Co. VI, L.L.C. ( 2 ) Common Stock 10/03/2016 J( 5 ) 41,366 D $ 0 0 I By: Foundation Capital VI Principals Fund, LLC ( 2 ) Common Stock 10/03/2016 J( 4 ) 268 A $ 0 268 I By Foundation Capital, LLC ( 6 ) Common Stock 10/03/2016 J( 4 ) 8,800 A $ 0 27,883 I By Holland/Yates Family Trust dtd 7/23/1999 ( 7 ) Common Stock 10/03/2016 J( 5 ) 1,234 A $ 0 29,117 I By Holland/Yates Family Trust dtd 7/23/1999 ( 7 ) Common Stock 10/03/2016 J( 4 ) 2,972 A $ 0 4,435 I By The Holland Childrens Trust ( 8 ) Common Stock 10/03/2016 J( 4 ) 2,370 A $ 0 7,110 I By Koontz Revocable Trust U/A/D 6/29/1998 ( 9 ) Common Stock 10/03/2016 J( 4 ) 4,163 A $ 0 13,671 I By Michael N. & Mary G. Schuh 1990 Family Trust ( 10 ) Common Stock 10/03/2016 J( 5 ) 1,234 A $ 0 14,905 I By Michael N. & Mary G. Schuh 1990 Family Trust ( 10 ) Common Stock 09/29/2016 G( 11 ) 9,072 A $ 0 9,072 I By William B. Elmore Gift Fund Common Stock 10/03/2016 J( 4 ) 9,119 A $ 0 13,749 I By William B. Elmore Revocable Trust ( 12 ) Common Stock 10/03/2016 J( 5 ) 12,345 A $ 0 24,690 I By Elmore Family Investments B, LP ( 13 ) Common Stock 10/03/2016 J( 4 ) 10,544 A $ 0 10,544 I By The Warren M. Weiss Trust UA dated 7/20/2005 ( 14 ) Common Stock 10/03/2016 J( 5 ) 2,469 A $ 0 13,013 I By The Warren M. Weiss Trust UA dated 7/20/2005 ( 14 ) Common Stock 10/03/2016 J( 4 ) 1,959 A $ 0 1,959 I By ALLY L. WEISS GST EXEMPT TRUST ( 15 ) Common Stock 10/03/2016 J( 4 ) 1,959 A $ 0 1,959 I By SHANE T. WEISS GST EXEMPT TRUST ( 16 ) Common Stock 10/03/2016 J( 4 ) 12,487 A $ 0 16,927 I By Moldow Family Trust dated 11/11/2003 ( 17 ) Common Stock 10/03/2016 J( 5 ) 741 A $ 0 17,668 I By Moldow Family Trust dated 11/11/2003 ( 17 ) Common Stock 10/03/2016 J( 4 ) 1,582 A $ 0 1,582 I By The Moldow 2008 Children's Trust ( 18 ) Common Stock 10/03/2016 J( 4 ) 9,125 A $ 0 20,275 I By Vassallo Family Revocable Trust dated 7/15/02 ( 19 ) Common Stock 10/04/2016 S( 20 ) 13,013 D $ 9.06 ( 21 ) 0 I By The Warren M. Weiss Trust UA dated 7/20/2005 ( 14 ) Common Stock 10/04/2016 S( 20 ) 7,300 D $ 9.07 ( 22 ) 12,975 I By Vassallo Family Revocable Trust dated 7/15/02 ( 19 ) Common Stock 10/04/2016 S( 20 ) 1,959 D $ 9.04 ( 23 ) 0 I By ALLY L. WEISS GST EXEMPT TRUST ( 15 ) Common Stock 10/04/2016 S( 20 ) 1,959 D $ 9.04 ( 24 ) 0 I By SHANE T. WEISS GST EXEMPT TRUST ( 16 ) Common Stock 10/04/2016 S( 20 ) 1,582 D $ 9.05 ( 25 ) 0 I By The Moldow 2008 Children's Trust ( 18 ) Common Stock 10/04/2016 S( 20 ) 13,228 D $ 9.04 ( 26 ) 4,440 I By Moldow Family Trust dated 11/11/2003 ( 17 ) Common Stock 10/04/2016 S( 27 ) 268 D $ 9.14 ( 28 ) 0 I By Foundation Capital, LLC ( 6 )

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 Foundation Capital Management Co. VI, LLC 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X FOUNDATION CAPITAL VI LP 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Foundation Capital VI Principals Fund, LLC 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Foundation Capital, LLC 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X HOLLAND PAUL R 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X KOONTZ PAUL G 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X SCHUH MICHAEL N 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X ELMORE WILLIAM B 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Weiss Warren M 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Moldow Charles 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Signatures /s/ David A. Singer as Attorney-In-Fact for Foundation Capital Management Co. VI, L.L.C. 10/04/2016 Signature of Reporting Person Date /s/ David A. Singer as Attorney-In-Fact for Foundation Capital VI, L.P. 10/04/2016 Signature of Reporting Person Date /s/ David A. Singer as Attorney-in-Fact for Foundation Capital VI Principals Fund, L.L.C. 10/04/2016 Signature of Reporting Person Date /s/ David A. Singer as Attorney-in-Fact for Foundation Capital, LLC 10/04/2016 Signature of Reporting Person Date /s/ David A. Singer as Attorney-in-Fact for Paul R. Holland 10/04/2016 Signature of Reporting Person Date /s/ David A. Singer as Attorney-in-Fact for Paul G. Koontz 10/04/2016 Signature of Reporting Person Date /s/ David A. Singer as Attorney-in-Fact for Michael N. Schuh 10/04/2016 Signature of Reporting Person Date /s/ David A. Singer as Attorney-in-Fact for William B. Elmore 10/04/2016 Signature of Reporting Person Date /s/ David A. Singer as Attorney-in-Fact for Warren M. Weiss 10/04/2016 Signature of Reporting Person Date /s/ David A. Singer as Attorney-in-Fact for Charles Moldow 10/04/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital VI, L.P. effected following the close of the trading market on October 3, 2016 without consideration to its limited partners and its general partner, Foundation Capital Management Co. VI, L.L.C. Transaction pursuant to a 10b5-1 Plan dated May 18, 2016. ( 2 )Foundation Capital Management Co. VI, L.L.C. is the sole general partner of Foundation Capital VI, L.P. and the sole manager of Foundation Capital VI Principals Fund, LLC and has sole voting and investment power with respect to the shares held by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. William B. Elmore, Paul G. Koontz, Michael N. Schuh, Paul R. Holland, Steve P. Vassallo, Charles P. Moldow and Warren M. Weiss are managing members of Foundation Capital Management Co. VI, L.L.C., and may be deemed to share voting and investment power over the shares owned by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. Each of the managing members of Foundation Capital Management Co. VI, L.L.C. disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein. ( 3 )Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital VI, L.P. described in footnote (1) above. ( 4 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital Management Co. VI, L.L.C. effected following the close of the trading market on October 3, 2016 without consideration to its members. Transaction pursuant to a 10b5-1 Plan dated May 18, 2016. ( 5 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital VI Principals Fund, LLC effected following the close of the trading market on October 3, 2016 without consideration to its members. Transaction pursuant to a 10b5-1 Plan dated May 18, 2016. ( 6 )Paul R. Holland, Warren M. Weiss, Charles Moldow and Steve Vassallo are managers of Foundation Capital, LLC. Foundation Capital, LLC is under common control with Foundation Capital Management Co. VI, L.L.C. As such, each of the managers may be deemed to share voting and investment power over the shares owned by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. Each of the managers disclaim beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein. ( 7 )The shares are held by the Holland/Yates Family Trust dtd 7/23/1999 (the "Holland Family Trust"). Paul R. Holland is a trustee of the Holland Family Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Holland Family Trust except to the extent of his proportionate pecuniary interest therein. ( 8 )The shares are held by The Holland Children's Trust (the "Holland Children's Trust"). Paul R. Holland is a trustee of the Holland Children's Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Holland Children's Trust except to the extent of his proportionate pecuniary interest therein. ( 9 )The shares are held by the Koontz Revocable Trust U/A/D 6/29/1998 (the "Koontz Trust"). Paul G. Koontz is a trustee of the Koontz Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Koontz Trust except to the extent of his proportionate pecuniary interest therein. ( 10 )The shares are held by the Michael N. & Mary G. Schuh 1990 Family Trust (the "Schuh Trust"). Michael N. Schuh is a trustee of the Schuh Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Schuh Trust except to the extent of his proportionate pecuniary interest therein ( 11 )On September 29, 2016, William B. Elmore, as trustee of the William B. Elmore Revocable Trust (the "Donor"), transferred by way of gift an aggregate of 9,072 shares of Common Stock of the Company registered in the name of the Donor to the William B. Elmore Gift Fund. The Donor received no consideration for this transfer and the transfer is a bona fide gift. ( 12 )The shares are held by the William B. Elmore Revocable Trust (the "Elmore Trust"). William B. Elmore is a trustee of the Elmore Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Elmore Trust except to the extent of his proportionate pecuniary interest therein. ( 13 )The shares are held by Elmore Family Investments B, LP (the "Elmore Partnership"). William B. Elmore is a general partner of the Elmore Partnership. The Reporting Person disclaims beneficial ownership of the shares held by the Elmore Partnership except to the extent of his proportionate pecuniary interest therein. ( 14 )The shares are held by The Warren M. Weiss Trust UA dated 7/20/2005 (the "Weiss Trust"). Warren M. Weiss is a trustee of the Weiss Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Weiss Trust except to the extent of his proportionate pecuniary interest therein. ( 15 )The shares are held by the ALLY L. WEISS GST EXEMPT TRUST (the "ALLY Trust"), a trust controlled by or for the benefit of one or more of Warren M. Weiss' family members. The Reporting Person disclaims beneficial ownership of the shares held by the ALLY Trust except to the extent of his proportionate pecuniary interest therein. ( 16 )The shares are held by the SHANE T. WEISS GST EXEMPT TRUST (the "SHANE Trust"), a trust controlled by or for the benefit of one or more of Warren M. Weiss' family members. The Reporting Person disclaims beneficial ownership of the shares held by the SHANE Trust except to the extent of his proportionate pecuniary interest therein. ( 17 )The shares are held by the Moldow Family Trust dated 11/11/2003 (the "Moldow Family Trust"). Charles Moldow is a trustee of the Moldow Family Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Moldow Family Trust except to the extent of his proportionate pecuniary interest therein. ( 18 )The shares are held by The Moldow 2008 Children's Trust (the "Moldow Children's Trust"). Charles Moldow is a trustee of the Moldow Children's Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Moldow Children's Trust except to the extent of his proportionate pecuniary interest therein. ( 19 )The shares are held by the Vassallo Family Revocable Trust dated 7/15/02 (the "Vassallo Trust"). Steve P. Vassallo is a trustee of the Vassallo Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Vassallo Trust except to the extent of his proportionate pecuniary interest therein. ( 20 )Transaction pursuant to a 10b5-1 Plan dated May 18, 2016. ( 21 )Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $8.83 to $9.23 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 22 )Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $8.84 to $9.25 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 23 )Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $8.83 to $9.28 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 24 )Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $8.83 to $9.25 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 25 )Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $8.86 to $9.29 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 26 )Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $8.81 to $9.29 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 27 )On October 4, 2016, Foundation Capital, LLC sold 268 shares of stock pursuant to a 10b5-1 Plan dated May 18, 2016. ( 28 )All shares were sold at this price.

Remarks: Filing 1 of 2: see Form 4 for Foundation Capital Management Co. VI, L.L.C. for additional members of this joint filing.

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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