Sec Form 4 Filing - DAG Ventures Management III, LLC @ YuMe Inc - 2014-03-07

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 DAG Ventures Management III, 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) 251 LYTTON AVENUE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 03/07/2014 (Street) PALO ALTO, CA94301 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 03/07/2014 S 40,711 D $ 6.51 ( 1 ) 2,898,352 I By DAG Ventures III - QP, L.P. ( 2 ) Common Stock 03/07/2014 S 3,830 D $ 6.51 ( 1 ) 272,639 I By DAG Ventures III, L.P. ( 2 ) Common Stock 03/07/2014 S 41 D $ 6.51 ( 1 ) 2,932 I By DAG Ventures GP Fund III, LLC ( 2 )

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 DAG Ventures Management III, LLC 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA94301 X DAG VENTURES III-QP LP 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA94301 X DAG Ventures III, L.P. 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA94301 X DAG Ventures GP Fund III, LLC 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA94301 X Cadeddu John J. 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA94301 X Goodrich R. Thomas 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA94301 X Signatures /s/ John J. Cadeddu, Managing Director of DAG Ventures Management III, LLC 03/13/2014 Signature of Reporting Person Date /s/ John J. Cadeddu, Managing Director of DAG Ventures Management III, LLC, which serves as the sole General Partner to DAG Ventures III-QP, L.P. 03/13/2014 Signature of Reporting Person Date /s/ John J. Cadeddu, Managing Director of DAG Ventures Management III, LLC, which serves as the sole General Partner to DAG Ventures III, L.P. 03/13/2014 Signature of Reporting Person Date /s/ John J. Cadeddu, Managing Director of DAG Ventures Management III, LLC, which serves as the sole Manager of DAG Ventures GP Fund III, LLC 03/13/2014 Signature of Reporting Person Date /s/ John J. Cadeddu 03/13/2014 Signature of Reporting Person Date /s/ R. Thomas Goodrich 03/13/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $6.42 to $6.68 per share. Each 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. ( 2 )DAG Ventures Management III, LLC ("DAG Management III") serves as the sole General Partner of DAG Ventures III-QP, L.P. ("DAG III-QP") and DAG Ventures III, L.P. ("DAG III") and serves as the sole Manager of DAG Ventures GP Fund III, LLC ("DAG GP III"). As such, DAG Management III possesses sole voting and investment control over the securities owned by DAG III-QP, DAG III and DAG GP III, and may be deemed to have indirect beneficial ownership of the securities held by DAG III-QP, DAG III and DAG GP III. DAG Management III, however, owns no securities of the Issuer directly. Messrs. Cadeddu and Goodrich are Managing Directors of DAG Management III and share voting and dispositive power over the shares held by DAG III-QP, DAG III and DAG GP III. Each Reporting Person disclaims beneficial ownership of the shares held by DAG III-QP, DAG III and DAG GP III except to the extent of his or its proportionate 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).

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