Sec Form 4 Filing - MacIntosh Alan @ Millennial Media Inc. - 2014-05-20

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 MacIntosh Alan 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 MILLENNIAL MEDIA, INC., 2400 BOSTON STREET, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 05/20/2014 (Street) BALTIMORE, MD21224 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 05/20/2014 S 50,000 D $ 4.169 ( 1 ) 917,740 ( 2 ) I By Acta Wireless ( 3 ) Common Stock 17,405 ( 2 ) D

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 MacIntosh Alan C/O MILLENNIAL MEDIA, INC. 2400 BOSTON STREET, SUITE 201 BALTIMORE, MD21224 X Signatures /s/ Ho Shin, Attorney-in-fact 05/20/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The common stock was sold by Acta Wireless, LLC ("Acta") in a series of open market transactions on the transaction date, with a weighted average sale price of $4.169. The range of sale prices on the transaction date was $4.125 to $4.245 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 price. ( 2 )The reporting person transferred, for no consideration, shares of Common Stock of the issuer to Acta on February 18, 2014. The transfer was made in accordance with the exemption afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended. As a result of the transfer, Acta received an aggregate of 7,300 shares of Common Stock, which are included in the reported total. ( 3 )The shares are held directly by Acta. The reporting person is a member of Acta and disclaims beneficial ownership of such reported shares except to the extent of his pecuniary interest therein.

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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