Sec Form 4 Filing - Trinity TVL X, LLC @ MaxPoint Interactive, Inc. - 2017-10-10

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
Trinity TVL X, LLC
2. Issuer Name and Ticker or Trading Symbol
MaxPoint Interactive, Inc. [ MXPT]
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)
10/10/2017
(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 10/10/2017 U 1,513,962 ( 1 ) D $ 13.86 0 I By Trinity Ventures X, L.P. ( 2 ) ( 3 )
Common Stock 10/10/2017 U 14,751 ( 1 ) D $ 13.86 0 I By Trinity X Entrepreneurs' Fund, L.P. ( 2 ) ( 3 )
Common Stock 10/10/2017 U 8,679 ( 1 ) D $ 13.86 0 I By Trinity X Side-By-Side Fund, L.P. ( 2 ) ( 3 )
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 TVL X, LLC
2480 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
X
TVL Management CORP
2480 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
X
TRINITY VENTURES X LP
2480 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
X
Trinity X Entrepreneurs' Fund, L.P.
2480 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
X
Trinity X Side-By-Side Fund, L.P.
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
Scholnick Dan
2480 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
X
Signatures
/s/ Nina C. Labatt, Management Member of Trinity TVL X, LLC 10/12/2017
Signature of Reporting Person Date
/s/ Nina C. Labatt, Owner of TVL Management Corporation 10/12/2017
Signature of Reporting Person Date
/s/ Nina C. Labatt, Management Member of Trinity TVL X, LLC, which serves as the sole General Partner to Trinity Ventures X, L.P. 10/12/2017
Signature of Reporting Person Date
/s/ Nina C. Labatt, Management Member of Trinity TVL X, LLC, which serves as the sole General Partner to Trinity X Entrepreneurs' Fund, L.P. 10/12/2017
Signature of Reporting Person Date
/s/ Nina C. Labatt, Management Member of Trinity TVL X, LLC, which serves as the sole General Partner to Trinity X Side-By-Side Fund, L.P. 10/12/2017
Signature of Reporting Person Date
/s/ Nina C. Labatt 10/12/2017
Signature of Reporting Person Date
/s/ Mehandru Karan 10/12/2017
Signature of Reporting Person Date
/s/ Daniel Scholnick 10/12/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of upon the closing of the tender offer and merger pursuant to the Agreement and Plan of Merger by and among Harland Clarke Holdings Corp. ("Parent"), Mercury Merger Sub, Inc. ("Purchaser") (an indirect wholly owned subsidiary of Parent), and Issuer, dated as of August 27, 2017 (the "Merger Agreement"), whereby Purchaser acquired each outstanding share of common stock of the issuer for a cashpayment of $13.86 per share.
( 2 )Trinity TVL X, LLC ("Trinity TVL X") serves as the sole general partner of Trinity Ventures X, L.P. ("Trinity X"), Trinity X Side-By-Side Fund, L.P. ("Trinity X SBS") and Trinity X Entrepreneurs' Fund, L.P. ("Trinity X EF"). As such, Trinity TVL X possesses sole voting and investment control over the shares owned by Trinity X, Trinity X SBS and Trinity X EF, and may be deemed to have indirect beneficial ownership of the securities held by Trinity X, Trinity X SBS and Trinity X EF. Trinity TVL X and TVL Management Corporation own no shares of the Issuer directly.
( 3 )Messrs. Orr, Fenton, Chopra, Mehandru and Scholnick, Mrs. Nakache and Ms. Labatt serve as Management Members of Trinity TVL X and Owners of TVL Management Corporation and share voting and dispositive power over the shares held by Trinity X EF, Trinity X SBS and Trinity X. Each Reporting Person disclaims beneficial ownership of the shares held by Trinity X EF, Trinity X SBS and Trinity X except to the extent of his, her or its proportionate pecuniary interest therein.

Remarks:
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