Sec Form 4 Filing - AVI Partners, LLC @ YuMe Inc - 2016-06-08

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 AVI Partners, LLC 2. Issuer Name and Ticker or Trading Symbol YuMe Inc [ YUME] 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) 555 E. LANCASTER AVENUE, SUITE 520 3. Date of Earliest Transaction (MM/DD/YY) 06/08/2016 (Street) RADNOR, PA19087 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, $0.001 Par Value ( 1 ) 06/08/2016 J( 5 ) 33,331 D 39,102 I By AVI Capital Partners, LP ( 2 ) Common Stock, $0.001 Par Value ( 1 ) 3,003,560 I By AVI Capital Yankee, LP ( 3 ) Common Stock, $0.001 Par Value ( 1 ) 570,600 I By Managed Account of AVI Partners, LLC ( 4 )

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 AVI Partners, LLC 555 E. LANCASTER AVENUE SUITE 520 RADNOR, PA19087 X AVI Capital Yankee, LP 555 E. LANCASTER AVENUE SUITE 520 RADNOR, PA19087 X AVI Capital Partners, LP 555 E. LANCASTER AVENUE SUITE 520 RADNOR, PA19087 X AVI MANAGEMENT, LLC 555 E. LANCASTER AVENUE SUITE 520 RADNOR, PA19087 X Dunn James A Jr 555 E. LANCASTER AVENUE SUITE 520 RADNOR, PA19087 X Wallis Darren C 555 E. LANCASTER AVENUE SUITE 520 RADNOR, PA19087 X Signatures AVI Partners, LLC; By: /s/ Darren C. Wallis, Managing Partner 06/24/2016 Signature of Reporting Person Date AVI Capital Yankee, LP; By: AVI Partners, LLC, General Partner; By: /s/ Darren C. Wallis, Managing Partner 06/24/2016 Signature of Reporting Person Date AVI Capital Partners, LP; By: AVI Partners, LLC, General Partner; By: /s/ Darren C. Wallis, Managing Partner 06/24/2016 Signature of Reporting Person Date AVI Management, LLC; By: /s/ Darren C. Wallis, Managing Member 06/24/2016 Signature of Reporting Person Date James A. Dunn, Jr.; By: /s/ Darren C. Wallis, Attorney in Fact 06/24/2016 Signature of Reporting Person Date By: /s/ Darren C. Wallis 06/24/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is filed jointly by AVI Capital Yankee, LP ("AVI Yankee"), AVI Capital Partners, LP ("AVI LP"), AVI Partners, LLC ("AVI Partners"), AVI Management, LLC ("AVI Management"), James A. Dunn, Jr., and Darren C. Wallis (collectively, the "Reporting Persons"). Each Reporting Person is a member of a reporting group that owns in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. As such, each Reporting Person may be deemed to beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. ( 2 )Shares of Common Stock beneficially owned by AVI LP. AVI Partners, as the general partner of AVI LP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by AVI LP. AVI Management, as the investment manager of AVI LP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by AVI LP. Each of Messrs. Dunn and Wallis, as a managing partner of AVI Partners and a managing member of AVI Management, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by AVI LP. ( 3 )Shares of Common Stock beneficially owned by AVI Yankee. AVI Partners, as the general partner of AVI Yankee, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by AVI Yankee. AVI Management, as the investment manager of AVI Yankee, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by AVI Yankee. Each of Messrs. Dunn and Wallis, as a managing partner of AVI Partners and a managing member of AVI Management, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by AVI Yankee. ( 4 )Shares of Common Stock held in an account managed by AVI Partners. Each of Messrs. Dunn and Wallis, as a managing partner of AVI Partners, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by AVI Partners. ( 5 )Shares distributed to an investor of AVI LP upon such investor's redemption of its capital contribution in AVI LP, which represented $125,661 of dollar value to such investor, or $3.77 per share.

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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