Sec Form 4 Filing - GOODMAN ROBERT P @ Millennial Media Inc. - 2014-06-13

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 GOODMAN ROBERT P 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 _____ 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) 06/13/2014 (Street) LARCHMONT, NY10538 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 06/13/2014 S 0 ( 1 ) D $ 0 ( 1 ) 508,166 ( 1 ) ( 2 ) ( 3 ) D ( 2 ) ( 3 ) Common Stock 06/13/2014 S 33,333 ( 4 ) D $ 4.2343 ( 5 ) 474,833 ( 2 ) ( 3 ) D ( 2 ) ( 3 ) Common Stock 06/16/2014 S 0 ( 6 ) D $ 0 ( 6 ) 474,833 ( 2 ) ( 3 ) ( 6 ) D ( 2 ) ( 3 ) Common Stock 06/16/2014 S 33,334 ( 7 ) D $ 4.3525 ( 8 ) 441,499 ( 2 ) ( 3 ) D ( 2 ) ( 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 GOODMAN ROBERT P C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X Signatures /s/ Robert P. Goodman 06/17/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On June 13, 2014, Bessemer Venture Partners VI, L.P. ("BVP VI") sold 140,623 shares of Common Stock of the Issuer (the "shares"), Bessemer Venture Partners Co-Investment LP ("BVP Co-Investment") sold 56,902 shares, and Bessemer Venture Partners VI Institutional L.P. ("BVP Institutional," and together with BVP VI and BVP Co-Investment, the "Funds") sold 2,475 shares at the weighted average sale price of $4.23020 (the "June 13 Fund Sales"). After the June 13 Fund Sales, BVP VI owned 4,966,957 shares, BVP Co-Investment owned 2,009,830 shares, and BVP Institutional owned 87,432 shares of Common Stock. These shares were sold in multiple transactions at prices ranging from 4.20 to $4.295. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 2 )Represents shares held directly by the reporting person as well as shares held by NB Group, LLC, and excludes shares held by the Funds. The reporting person is a managing member of NB Group, LLC and disclaims beneficial ownership of the securities held by NB Group, LLC, except to the extent of his pecuniary interest therein. ( 3 )The reporting person is one of several executive managers and a member of Deer VI & Co. LLC ("Deer VI"), the general partner of each of the Funds, and disclaims beneficial ownership of the securities, except to the extent of his pecuniary interest therein, if any, by virtue of his interest in Deer VI and his indirect limited partnership interest in BVP Co-Investment. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities. ( 4 )Represents shares sold by Mr. Goodman on June 13, 2014. ( 5 )The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the Reported Transaction ranged from $4.225 to $4.29. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price. ( 6 )On June 16, 2014, BVP VI sold 122,409 shares, BVP Co-Investment sold 49,533 shares and BVP Institutional sold 2,158 shares at the weighted average sale price of $4.28510 (the "June 16 Fund Sales"). After the June 16 Fund Sales, BVP VI owned 4,844,548 shares, BVP Co-Investment owned 1,960,297 shares, and BVP Institutional owned 85,274 shares of Common Stock. These shares were sold in multiple transactions at prices ranging from $4.245 to $4.335. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 7 )Represents shares sold by Mr. Goodman on June 16, 2014. ( 8 )The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the Reported Transaction ranged from $4.24 to $4.43. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.

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).

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