Sec Form 4 Filing - TRINITY VENTURES X LP @ TUBEMOGUL INC - 2016-04-19

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 TRINITY VENTURES X LP 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) 2480 SAND HILL ROAD, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 04/19/2016 (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 04/19/2016 J( 1 )( 2 ) 292,250 D $ 0 4,968,249 I By Trinity Ventures X, L.P. ( 3 ) ( 4 ) Common Stock 04/19/2016 J( 2 )( 5 ) 2,826 D $ 0 48,044 I By Trinity X Entrepreneurs' Fund, L.P. ( 3 ) ( 4 ) Common Stock 04/19/2016 J( 2 )( 6 ) 1,655 D $ 0 28,134 I By Trinity X Side-By-Side Fund, L.P. ( 3 ) ( 4 ) Common Stock 04/19/2016 J( 2 )( 7 ) 2,922 A $ 0 2,922 I By Trinity TVL X, LLC ( 3 ) ( 4 ) Common Stock 04/19/2016 J( 2 )( 8 ) 2,922 D $ 0 0 I By Trinity TVL X, LLC ( 3 ) ( 4 ) Common Stock 04/19/2016 J( 2 )( 8 ) 262 A $ 0 5,972 I By Daniel Scholnick ( 9 ) Common Stock 04/19/2016 J( 2 )( 6 )( 8 ) 633 A $ 0 7,273 I By Fenton Family 1994 Trust ( 10 ) Common Stock 04/19/2016 J( 2 )( 6 )( 8 ) 577 A $ 0 9,554 I By Chopra/Banerjee Revocable Trust ( 11 ) Common Stock 04/19/2016 J( 2 )( 6 )( 8 ) 682 A $ 0 8,412 I By Lederer-Orr Family Trust ( 12 ) Common Stock 04/19/2016 J( 2 )( 6 )( 8 ) 796 A $ 0 11,011 I By Tai Family Trust ( 13 ) Common Stock 04/19/2016 J( 2 )( 6 )( 8 ) 647 A $ 0 647 I By Wang Family Trust ( 14 ) Common Stock 04/19/2016 J( 2 )( 8 ) 78 A $ 0 1,780 I By Mehandru Nguyen Revocable Trust Dated October 30, 2015 ( 15 ) Common Stock 04/19/2016 J( 2 )( 8 ) 110 A $ 0 2,528 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 TRINITY VENTURES X LP 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X Labatt Nina C. 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X Mehandru Karan 2480 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X Signatures /s/ Nina C. Labatt, Management Member of Trinity TVL X, LLC which serves as the sole General Partner of Trinity Ventures X, L.P. 04/21/2016 Signature of Reporting Person Date /s/ Nina Labatt 04/21/2016 Signature of Reporting Person Date /s/ Karan Mehandru 04/21/2016 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 2 of 2: see Form 4 for TVL Management Corporation 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).

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