Sec Form 4 Filing - Khosla Ventures II, L.P. @ YuMe Inc - 2014-03-05

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 Khosla Ventures II, L.P. 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) 2128 SAND HILL ROAD, 3. Date of Earliest Transaction (MM/DD/YY) 03/05/2014 (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 03/05/2014 S 10,000 ( 1 ) D $ 6.64 ( 2 ) 3,531,709 I See Footnote ( 3 ) Common Stock 03/07/2014 J ( 4 ) 137,386 D 3,394,323 I See Footnote ( 3 ) Common Stock 1,025,313 I See Footnote ( 5 ) Common Stock 59,295 I See Footnote ( 6 ) Common Stock 347,134 I See Footnote ( 7 ) Common Stock 173,567 I See Footnote ( 8 )

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 Khosla Ventures II, L.P. 2128 SAND HILL ROAD MENLO PARK, CA94025 X Khosla Ventures Associates II, LLC 2128 SAND HILL ROAD MENLO PARK, CA94025 X Khosla Ventures III, L.P. C/O KHOSLA VENTURES 2128 SAND HILL ROAD MENLO PARK, CA94025 X Khosla Ventures Associates III, LLC C/O KHOSLA VENTURES 2128 SAND HILL ROAD MENLO PARK, CA94025 X Khosla Ventures Seed, L.P. 2128 SAND HILL ROAD MENLO PARK, CA94025 X Khosla Ventures Seed Associates, LLC 2128 SAND HILL ROAD MENLO PARK, CA94025 X Khosla Ventures Seed Side Fund, L.P. 2128 SAND HILL ROAD MENLO PARK, CA94025 X Khosla Ventures Seed Side Fund Associates, LLC 2128 SAND HILL ROAD MENLO PARK, CA94025 X VK Services, LLC C/O KHOSLA VENTURES 2128 SAND HILL ROAD MENLO PARK, CA94025 X KHOSLA VINOD C/O KHOSLA VENTURES 2128 SAND HILL ROAD MENLO PARK, CA94025 X Signatures /s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates II, LLC, in its capacity as general partner of Khosla Ventures II, L.P. 03/07/2014 Signature of Reporting Person Date /s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates II, LLC 03/07/2014 Signature of Reporting Person Date /s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates III, LLC, in its capacity as general partner of Khosla Ventures III, L.P. 03/07/2014 Signature of Reporting Person Date /s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates III, LLC 03/07/2014 Signature of Reporting Person Date /s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Seed Associates, LLC, in its capacity as general partner of Khosla Ventures Seed, L.P. 03/07/2014 Signature of Reporting Person Date /s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Seed Associates, LLC 03/07/2014 Signature of Reporting Person Date /s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Seed Side Fund Associates, LLC, in its capacity as a general partner of Khosla Ventures Seed Side Fund, L.P. 03/07/2014 Signature of Reporting Person Date /s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Seed Side Fund Associates, LLC 03/07/2014 Signature of Reporting Person Date /s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC 03/07/2014 Signature of Reporting Person Date /s/ Kimberly Totah, as attorney in fact for Vinod Khosla 03/07/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the sale of Distributed Securities (as defined in Footnote 3) by a member of KVA II (as defined in Footnote 3) that is not an affiliate of the Issuer. ( 2 )The price reported in Column 4 is the wei ghted average price. These shares were sold in multiple transactions ranging from $6.55 to $6.75, inclusive. Each 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 ranges set forth in Footnote 2 to this Form 4. ( 3 )Consists of securities held of record by Khosla Ventures II, L.P. ("KV II") and securities that were originally purchased by KV II and then distributed by KV II to Khosla Ventures Associates II, LLC ("KVA II"), the general partner of KV II, which in turn distributed such securities to members and affiliates of members of KVA II (the "Distributed Securities"). KVA II continues to possess voting and investment control over the Distributed Securities. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the manager of KVA II. Each of KVA II, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such shares, and each of KVA II, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such shares. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. ( 4 )On March 7, 2014, 137,386 shares of Common Stock of the Issuer that were Distributed Securities were released from the voting and investment control of KVA II. KVA II, VK Services and Vinod Khosla no longer possess voting or investment control with respect to these shares and no longer may be deemed to have indirect beneficial ownership of such shares. ( 5 )Consists of securities held of record by Khosla Ventures III, L.P. ("KV III"), of which Khosla Ventures Associates III, LLC ("KVA III") is the general partner. Vinod Khosla is the managing member of VK Services, which is the manager of KVA III. Each of KVA III, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such shares, and each of KVA III, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such shares. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. ( 6 )Consists of Distributed Securities held of record by VK Services. Vinod Khosla is the managing member of VK Services. Each of KVA II, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such shares, and each of KVA II, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such shares. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. ( 7 )Consists of securities held of record by Khosla Ventures Seed, L.P. ("KV Seed"), of which Khosla Ventures Seed Associates, LLC ("KVSA") is the general partner. Vinod Khosla is the managing member of VK Services, which is the manager of KVSA. Each of KV Seed, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such shares, and each of KVSA, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such shares. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. ( 8 )Consists of securities held of record by Khosla Ventures Seed Side Fund, L.P. ("KV SSF"), of which Khosla Ventures Seed Side Fund Associates, LLC ("KVSFA") is the general partner. Vinod Khosla is the managing member of VK Services, which is the manager of KVSFA. Each of KV SSF, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such shares, and each of KVSFA, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such shares. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its 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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