Sec Form 4 Filing - Wilson Brett @ 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 Wilson Brett 2. Issuer Name and Ticker or Trading Symbol TUBEMOGUL INC [ TUBE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, CEO & Director (Last) (First) (Middle) 1250 53RD STREET, SUITE 2 3. Date of Earliest Transaction (MM/DD/YY) 12/19/2016 (Street) EMERYVILLE, CA94608 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 1,159,485 D $ 14 0 D Common Stock 12/19/2016 U 18,500 D $ 14 0 I by Child A Common Stock 12/19/2016 U 18,500 D $ 14 0 I by Child B Common Stock 12/19/2016 U 18,500 D $ 14 0 I by Child C Common Stock 12/19/2016 U 250 D $ 14 0 I by Niece Common Stock 12/19/2016 U 250 D $ 14 0 I by Nephew Common Stock 12/19/2016 D( 1 ) 108,696 D $ 0 0 D

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 Employee StockOption(right to buy) $ 0.2 12/19/2016 D 50,000 ( 2 ) 02/18/2020 Common Stock 50,000 $ 0 0 D EmployeeStockOption(right to buy) $ 0.6 12/19/2016 D 250,000 ( 2 ) 12/09/2020 Common Stock 250,000 $ 0 0 D EmployeeStockOption(right to buy) $ 2.76 12/19/2016 D 215,252 ( 3 ) 11/11/2023 Common Stock 215,252 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wilson Brett 1250 53RD STREET, SUITE 2 EMERYVILLE, CA94608 X President, CEO & Director Signatures Eric Deeds, Attorney-in-Fact 12/21/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated November 10, 2016, by and among Issuer, Adobe Systems Incorporated, a Delaware corporation ("Adobe") and Tiger Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Adobe, at the Effective Time (as defined in the Merger Agreement), Issuer RSU award assumed by Adobe will be replaced by an Adobe RSU award at the applicable exchange rate. The Adobe RSU award will retain the same vesting schedule as the original Issuer RSU award, subject to the Reporting Person's continued service to Adobe. ( 2 )Option is fully vested and immediately exercisable. Pursuant to the terms of the Merger Agreement, at the Effective Time each outstanding and exercisable option to purchase shares of common stock of Issuer was canceled and converted into the right to receive an amount (subject to any applicable withholding tax) in cash equal to: (A) $14.00 per share minus (B) the exercise price per share of common stock of Issuer. ( 3 )Pursuant to the terms of the Merger Agreement at the Effective Time, each outstanding and exercisable option to purchase shares of common stock of Issuer was canceled and converted into the right to receive an amount (subject to any applicable withholding tax) in cash equal to: (A) $14.00 per share minus (B) the exercise price per share of common stock of Issuer. The unvested portion of the option award was canceled and converted into the right to receive an Adobe stock option award at the applicable exchange rate. The Adobe stock option award will retain the same vesting schedule as the original Issuer stock option award, subject to the Reporting Person's continued service to Adobe.

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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