Sec Form 4 Filing - Foundation Capital Management Co. VI, LLC @ TUBEMOGUL INC - 2016-07-05

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 Foundation Capital Management Co. VI, LLC 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) X __ Other (specify below) Mmbr 13D group owning > 10% (Last) (First) (Middle) 250 MIDDLEFIELD ROAD 3. Date of Earliest Transaction (MM/DD/YY) 07/05/2016 (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 07/05/2016 J( 1 ) 390,000 D $ 0 6,238,097 I By Foundation Capital VI, L.P. ( 2 ) Common Stock 07/05/2016 J( 3 ) 100,425 A $ 0 100,425 I By Foundation Capital Management Co. VI, L.L.C. ( 2 ) Common Stock 07/05/2016 J( 4 ) 100,425 D $ 0 0 I By Foundation Capital Management Co. VI, L.L.C. ( 2 ) Common Stock 07/05/2016 J( 5 ) 41,366 D $ 0 41,366 I By: Foundation Capital VI Principals Fund, LLC ( 2 ) Common Stock 07/05/2016 J( 4 ) 268 A $ 0 268 I By Foundation Capital, LLC ( 6 ) Common Stock 07/06/2016 S( 7 ) 268 D $ 10.81 ( 8 ) 0 I By Foundation Capital, LLC ( 6 )

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 Foundation Capital Management Co. VI, LLC 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Mmbr 13D group owning > 10% FOUNDATION CAPITAL VI LP 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Foundation Capital VI Principals Fund, LLC 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Foundation Capital, LLC 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Signatures /s/ David A. Singer as Attorney-In-Fact for Foundation Capital Management Co. VI, L.L.C. 07/07/2016 Signature of Reporting Person Date /s/ David A. Singer as Attorney-In-Fact for Foundation Capital VI, L.P. 07/07/2016 Signature of Reporting Person Date /s/ David A. Singer as Attorney-in-Fact for Foundation Capital VI Principals Fund, L.L.C. 07/07/2016 Signature of Reporting Person Date /s/ David A. Singer as Attorney-in-Fact for Foundation Capital, LLC 07/07/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital VI, L.P. effected following the close of the trading market on July 5, 2016 without consideration to its limited partners and its general partner, Foundation Capital Management Co. VI, L.L.C. Transaction pursuant to a 10b5-1 Plan dated May 18, 2016. ( 2 )Foundation Capital Management Co. VI, L.L.C. is the sole manager of Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC and has sole voting and investment power with respect to the shares held by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. William B. Elmore, Paul G. Koontz, Michael N. Schuh, Paul R. Holland, Steve P. Vassallo, Charles P. Moldow and Warren M. Weiss are managing members of Foundation Capital Management Co. VI, L.L.C., and may be deemed to share voting and investment power over the shares owned by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. Each of the managing members of Foundation Capital Management Co. VI, L.L.C. disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his or her pecuniary interest therein. ( 3 )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 Foundation Capital VI, L.P. described in footnote (1) above. ( 4 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital Management Co. VI, L.L.C. effected following the close of the trading market on July 5, 2016 without consideration to its members. Transaction pursuant to a 10b5-1 Plan dated May 18, 2016. ( 5 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital VI Principals Fund, LLC effected following the close of the trading market on July 5, 2016 without consideration to its members. Transaction pursuant to a 10b5-1 Plan dated May 18, 2016. ( 6 )Paul R. Holland, Warren M. Weiss, Charles Moldow and Steve Vassallo are managers of Foundation Capital, LLC. Foundation Capital, LLC is under common control with Foundation Capital Management Co. VI, L.L.C. As such, each of the managers may be deemed to share voting and investment power over the shares owned by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. Each of the managers disclaim beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein. ( 7 )On July 6, 2016, Foundation Capital, LLC sold 268 shares of stock pursuant to a 10b5-1 Plan dated May 18, 2016. ( 8 )All shares were sold at this price.

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