Sec Form 4 Filing - Foundation Capital Management Co. VI, LLC @ TUBEMOGUL INC - 2016-12-19

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 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 _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% Owner (Last) (First) (Middle) 250 MIDDLEFIELD ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/19/2016 (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 12/19/2016 U( 1 ) 5,848,097 D $ 14 0 I By Foundation Capital VI, L.P. ( 2 ) Common Stock 12/19/2016 U( 1 ) 29,117 D $ 14 0 I By Holland/Yates Family Trust dtd 7/23/1999 ( 3 ) Common Stock 12/19/2016 U( 1 ) 4,435 D $ 14 0 I By The Holland Childrens Trust ( 4 ) Common Stock 12/19/2016 U( 1 ) 7,110 D $ 14 0 I By Koontz Revocable Trust U/A/D 6/29/1998 ( 5 ) Common Stock 12/19/2016 U( 1 ) 14,905 D $ 14 0 I By Michael N. & Mary G. Schuh 1990 Family Trust ( 6 ) Common Stock 12/19/2016 U( 1 ) 9,072 D $ 14 0 I By William B. Elmore Gift Fund Common Stock 12/19/2016 U( 1 ) 13,749 D $ 14 0 I By William B. Elmore Revocable Trust ( 7 ) Common Stock 12/19/2016 U( 1 ) 24,690 D $ 14 0 I By Elmore Family Investments B, LP ( 8 ) Common Stock 12/19/2016 U( 1 ) 12,975 D $ 14 0 I By Vassallo Family Revocable Trust dated 7/15/02 ( 9 ) Common Stock 12/19/2016 U( 1 ) 4,440 D $ 14 0 I By Moldow Family Trust dated 11/11/2003 ( 10 )

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 Former 10% Owner FOUNDATION CAPITAL VI LP 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 Former 10% Owner Foundation Capital VI Principals Fund, LLC 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 Former 10% Owner Foundation Capital, LLC 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 Former 10% Owner HOLLAND PAUL R 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 Former 10% Owner KOONTZ PAUL G 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 Former 10% Owner SCHUH MICHAEL N 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 Former 10% Owner ELMORE WILLIAM B 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 Former 10% Owner Weiss Warren M 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 Former 10% Owner Moldow Charles 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 Former 10% Owner Signatures /s/ David A. Singer as Attorney-In-Fact for Foundation Capital Management Co. VI, L.L.C. 12/21/2016 Signature of Reporting Person Date /s/ David A. Singer as Attorney-In-Fact for Foundation Capital VI, L.P. 12/21/2016 Signature of Reporting Person Date /s/ David A. Singer as Attorney-in-Fact for Foundation Capital VI Principals Fund, L.L.C. 12/21/2016 Signature of Reporting Person Date /s/ David A. Singer as Attorney-in-Fact for Foundation Capital, LLC 12/21/2016 Signature of Reporting Person Date /s/ David A. Singer as Attorney-in-Fact for Paul R. Holland 12/21/2016 Signature of Reporting Person Date /s/ David A. Singer as Attorney -in-Fact for Paul G. Koontz 12/21/2016 Signature of Reporting Person Date /s/ David A. Singer as Attorney-in-Fact for Michael N. Schuh 12/21/2016 Signature of Reporting Person Date /s/ David A. Singer as Attorney-in-Fact for William B. Elmore 12/21/2016 Signature of Reporting Person Date /s/ David A. Singer as Attorney-in-Fact for Warren M. Weiss 12/21/2016 Signature of Reporting Person Date /s/ David A. Singer as Attorney-in-Fact for Charles Moldow 12/21/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to a cash tender offer conducted in accordance with the Agreement and Plan of Merger, dated November 10, 2016, by and among the Issuer, Adobe Systems Incorporated, a Delaware corporation ("Adobe") and Tiger Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Adobe in exchange for cash consideration of $14.00 per share, net to the seller in cash, without interest thereon and subject to any required tax withholding. ( 2 )Foundation Capital Management Co. VI, L.L.C. is the sole general partner of Foundation Capital VI, L.P. and the sole manager of 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 pecuniary interest therein. ( 3 )The shares were held by the Holland/Yates Family Trust dtd 7/23/1999 (the "Holland Family Trust"). Paul R. Holland is a trustee of the Holland Family Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Holland Family Trust except to the extent of his proportionate pecuniary interest therein. ( 4 )The shares were held by The Holland Children's Trust (the "Holland Children's Trust"). Paul R. Holland is a trustee of the Holland Children's Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Holland Children's Trust except to the extent of his proportionate pecuniary interest therein. ( 5 )The shares were held by the Koontz Revocable Trust U/A/D 6/29/1998 (the "Koontz Trust"). Paul G. Koontz is a trustee of the Koontz Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Koontz Trust except to the extent of his proportionate pecuniary interest therein. ( 6 )The shares were held by the Michael N. & Mary G. Schuh 1990 Family Trust (the "Schuh Trust"). Michael N. Schuh is a trustee of the Schuh Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Schuh Trust except to the extent of his proportionate pecuniary interest therein ( 7 )The shares were held by the William B. Elmore Revocable Trust (the "Elmore Trust"). William B. Elmore is a trustee of the Elmore Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Elmore Trust except to the extent of his proportionate pecuniary interest therein. ( 8 )The shares were held by Elmore Family Investments B, LP (the "Elmore Partnership"). William B. Elmore is a general partner of the Elmore Partnership. The Reporting Person disclaims beneficial ownership of the shares held by the Elmore Partnership except to the extent of his proportionate pecuniary interest therein. ( 9 )The shares were held by the Vassallo Family Revocable Trust dated 7/15/02 (the "Vassallo Trust"). Steve P. Vassallo is a trustee of the Vassallo Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Vassallo Trust except to the extent of his proportionate pecuniary interest therein. ( 10 )The shares were held by the Moldow Family Trust dated 11/11/2003 (the "Moldow Family Trust"). Charles Moldow is a trustee of the Moldow Family Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Moldow Family Trust except to the extent of his proportionate pecuniary interest therein.

Remarks: Filing 1 of 2: see Form 4 for Foundation Capital Management Co. VI, L.L.C. 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).

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