Sec Form 4 Filing - TVL Management CORP @ TUBEMOGUL INC - 2016-12-19

Insider filing report for Changes in Beneficial Ownership
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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
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 _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former 10% Owner
(Last) (First) (Middle)
C/O TRINITY VENTURES, 2480 SAND HILL ROAD, SUITE 200
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 ) 4,383,749 D $ 14 0 I By Trinity Ventures X, L.P. ( 2 ) ( 3 )
Common Stock 12/19/2016 U( 1 ) 42,392 D $ 14 0 I By Trinity X Entrepreneurs' Fund, L.P. ( 2 ) ( 3 )
Common Stock 12/19/2016 U( 1 ) 24,824 D $ 14 0 I By Trinity X Side-By-Side Fund, L.P. ( 2 ) ( 3 )
Common Stock 12/19/2016 U( 1 ) 6,496 D $ 14 0 I By Daniel Scholnick ( 4 )
Common Stock 12/19/2016 U( 1 ) 8,539 D $ 14 0 I By Fenton Family 1994 Trust ( 5 )
Common Stock 12/19/2016 U( 1 ) 9,776 D $ 14 0 I By Lederer-Orr Family Trust ( 6 )
Common Stock 12/19/2016 U( 1 ) 12,603 D $ 14 0 I By Tai Family Trust ( 7 )
Common Stock 12/19/2016 U( 1 ) 1,941 D $ 14 0 I By Wang Family Trust ( 8 )
Common Stock 12/19/2016 U( 1 ) 1,936 D $ 14 0 I By Mehandru Nguyen Revocable Trust Dated October 30, 2015 ( 9 )
Common Stock 12/19/2016 U( 1 ) 2,748 D $ 14 0 I By TVL Management Corporation ( 3 ) ( 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
TVL Management CORP
C/O TRINITY VENTURES
2480 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
Former 10% Owner
Trinity X Entrepreneurs' Fund, L.P.
2480 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
Former 10% Owner
Trinity X Side-By-Side Fund, L.P.
2480 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
Former 10% Owner
Fenton Noel J
2480 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
Former 10% Owner
ORR LAWRENCE K
2480 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
Former 10% Owner
Tai Augustus O
2480 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
Former 10% Owner
Wang Fred
2480 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
Former 10% Owner
Scholnick Dan
2480 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
Former 10% Owner
Trinity TVL X, LLC
2480 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
Former 10% Owner
Signatures
/s/ Nina C. Labatt, Management Member of Trinity TVL X, LLC 12/21/2016
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. 12/21/2016
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. 12/21/2016
Signature of Reporting Person Date
/s/ Noel J. Fenton 12/21/2016
Signature of Reporting Person Date
/s/ Lawrence K. Orr 12/21/2016
Signature of Reporting Person Date
/s/ Augustus O. Tai 12/21 /2016
Signature of Reporting Person Date
/s/ Fred Wang 12/21/2016
Signature of Reporting Person Date
/s/ Daniel Scholnick 12/21/2016
Signature of Reporting Person Date
/s/ Nina Labatt, Management Member 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 )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.
( 3 )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.
( 4 )The shares were held by Daniel Scholnick.
( 5 )The shares were 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.
( 6 )The shares were 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.
( 7 )The shares were 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.
( 8 )The shares were 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.
( 9 )The shares were 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.
( 10 )The shares were 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.

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