Sec Form 4 Filing - TVL Management CORP @ TUBEMOGUL INC - 2016-02-29

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person TVL Management CORP 2. Issuer Name and Ticker or Trading Symbol TUBEMOGUL INC [ TUBE] 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) C/O TRINITY VENTURES, 2480 SAND HILL ROAD, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 02/29/2016 (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 02/29/2016 J( 1 )( 2 ) 292,250 D $ 0 5,260,499 I By Trinity Ventures X, L.P. ( 3 ) ( 4 ) Common Stock 02/29/2016 J( 2 )( 5 ) 2,826 D $ 0 50,870 I By Trinity X Entrepreneurs' Fund, L.P. ( 3 ) ( 4 ) Common Stock 02/29/2016 J( 2 )( 6 ) 1,655 D $ 0 29,789 I By Trinity X Side-By-Side Fund, L.P. ( 3 ) ( 4 ) Common Stock 02/29/2016 J( 2 )( 7 ) 2,922 A $ 0 2,922 I By Trinity TVL X, LLC ( 3 ) ( 4 ) Common Stock 02/29/2016 J( 2 )( 8 ) 2,922 D $ 0 0 I By Trinity TVL X, LLC ( 3 ) ( 4 ) Common Stock 02/29/2016 J( 2 )( 8 ) 262 A $ 0 5,710 I By Daniel Scholnick ( 9 ) Common Stock 02/29/2016 J( 2 )( 6 )( 8 ) 633 A $ 0 6,640 I By Fenton Family 1994 Trust ( 10 ) Common Stock 02/29/2016 J( 2 )( 6 )( 8 ) 577 A $ 0 8,977 I By Chopra/Banerjee Revocable Trust ( 11 ) Common Stock 02/29/2016 J( 2 )( 6 )( 8 ) 682 A $ 0 7,730 I By Lederer-Orr Family Trust ( 12 ) Common Stock 02/29/2016 J( 2 )( 6 )( 8 ) 796 A $ 0 10,215 I By Tai Family Trust ( 13 ) Common Stock 02/29/2016 J( 2 )( 6 )( 8 ) 647 A $ 0 9,341 I By Wang Family Trust ( 14 ) Common Stock 02/29/2016 J( 2 )( 8 ) 78 A $ 0 1,702 I By Mehandru Nguyen Revocable Trust Dated October 30, 2015 ( 15 ) Common Stock 02/29/2016 J( 2 )( 8 ) 110 A $ 0 2,418 I By TVL Management Corporation ( 4 ) ( 16 )

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 TVL Management CORP C/O TRINITY VENTURES 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X TRINITY VENTURES X LP 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X Trinity X Entrepreneurs' Fund, L.P. 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X Trinity X Side-By-Side Fund, L.P. 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X Fenton Noel J 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X ORR LAWRENCE K 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X Tai Augustus O 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X Wang Fred 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X Scholnick Dan 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X CHOPRA AJAY 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X X Signatures /s/ Nina C. Labatt, Management Member of Trinity TVL X, LLC 03/02/2016 Signature of Reporting Person Date /s/ Nina C. Labatt, Management Member of Trinity TVL X, LLC which serves as the sole General Partner of Trinity Ventures X, L.P. 03/02/2016 Signature of Reporting Person Date /s/ Nina C. Labatt, Management Member of Trinity TVL X, LLC which serves as the sole General Partner of Trinity X Entrepreneurs' Fund, L.P. 03/02/2016 Signature of Reporting Person Date /s/ Nina C. Labatt, Management Member of Trinity TVL X, LLC which serves as the sole General Partner of Trinity X Side-By-Side Fund, L.P. 03/02/2016 Signature of Reporting Person Date /s/ Noel J. Fenton 03/02/2016 Signature of Reporting Person Date /s/ Lawrence K. Orr 03/02/2016 Signature of Reporting Person Date /s/ Augustus O. Tai 03/02/2016 Signature of Reporting Person Date /s/ Fred Wang 03/02/2016 Signature of Reporting Person Date /s/ Daniel Scholnick 03/02/2016 Signature of Reporting Person Date /s/ Ajay Chopra 03/02/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Trinity Ventures X, L.P. without consideration to its limited partners and its general partner, Trinity TVL X, LLC. ( 2 )The transactions being reported were effected pursuant to a Rule 10b5-1 plan adopted on September 14, 2015. ( 3 )Trinity TVL X, LLC is the general partner of Trinity Ventures X, L.P., Trinity X Side-By-Side Fund, L.P. and Trinity X Entrepreneurs' Fund, L.P. and has sole voting and investment power with respect to the shares held by Trinity Ventures X, L.P., Trinity X Side-By-Side Fund, L.P. and Trinity X Entrepreneurs' Fund, L.P. Trinity TVL X, LLC disclaims beneficial ownership of the shares held by the aforementioned entities except to the extent of its pecuniary interest therein. ( 4 )Lawrence K. Orr, Noel J. Fenton, Augustus O. Tai, Fred Wang, Patricia Nakache, Ajay Chopra, TVL Management Corporation, Karan Mehandru, Daniel Scholnick and Nina C. Labatt are management members of Trinity TVL X, LLC, and may be deemed to share voting and investment power over the shares owned by Trinity Ventures X, L.P., Trinity X Side-By-Side Fund, L.P. and Trinity X Entrepreneurs' Fund, L.P. Messrs. Chopra, Fenton, Orr, Tai, Scholnick, Mehandru and Wang and Ms. Nakache and Labatt serve as officers of TVL Management Corporation. Each of the Reporting Persons disclaims beneficial ownership of the shares held by the aforementioned entities except to the extent of his, her or its respective pecuniary interest therein. ( 5 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Trinity X Entrepreneurs' Fund, L.P. without consideration to its limited partners. ( 6 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Trinity X Side-By-Side Fund, L.P. without consideration to its limited partners. ( 7 )Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by Trinity Ventures X, L.P. described in footnote 1. ( 8 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Trinity TVL X, LLC without consideration to its members. ( 9 )The shares are held by Daniel Scholnick. ( 10 )The shares are held by the Fenton Family 1994 Trust (the "Fenton Family Trust"). Mr. Fenton is a trustee of the Fenton Family Trust. Mr. Fenton disclaims beneficial ownership of the shares held by the Fenton Family Trust except to the extent of his proportionate pecuniary interest therein. ( 11 )The shares are held by the Chopra/Banerjee Revocable Trust (the "Chopra Family Trust"). Mr. Chopra is a trustee of the Chopra Family Trust. Mr. Chopra disclaims beneficial ownership of the shares held by the Chopra Family Trust except to the extent of his proportionate pecuniary interest therein. ( 12 )The shares are held by the Lederer-Orr Family Trust (the "Lederer-Orr Family Trust"). Mr. Orr is a trustee of the Lederer-Orr Family Trust. Mr. Orr disclaims beneficial ownership of the shares held by the Lederer-Orr Family Trust except to the extent of his proportionate pecuniary interest therein. ( 13 )The shares are held by the Tai Family Trust (the "Tai Family Trust"). Mr. Tai is a trustee of the Tai Family Trust. Mr. Tai disclaims beneficial ownership of the shares held by the Tai Family Trust except to the extent of his proportionate pecuniary interest therein. ( 14 )The shares are held by the Wang Family Trust (the "Wang Family Trust"). Mr. Wang is a trustee of the Wang Family Trust. Mr. Wang disclaims beneficial ownership of the shares held by the Wang Family Trust except to the extent of his proportionate pecuniary interest therein. ( 15 )The shares are held by the Mehandru Nguyen Revocable Trust Dated October 30, 2015 (the "Mehandru Nguyen Trust"). Mr. Mehandru is a trustee of the Mehandru Nguyen Trust. Mr. Mehandru disclaims beneficial ownership of the shares held by the Mehandru Nguyen Trust except to the extent of his proportionate pecuniary interest therein. ( 16 )The shares are held by Trinity TVL Management Corporation.

Remarks: Filing 1 of 2: see Form 4 for Trinity Ventures X, L.P. for additional members of this joint filing.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.