SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Trinity TVL X, LLC

(Last)

(First)

(Middle)

2480 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/23/2014		C		99,646	A	⁽¹⁾	458,215	I	By Trinity Ventures X, L.P.⁽²⁾⁽³⁾
Common Stock	07/23/2014		C		3,378,826	A	⁽¹⁾	3,837,041	I	By Trinity Ventures X, L.P.⁽²⁾⁽³⁾
Common Stock	07/23/2014		C		1,115,746	A	⁽¹⁾	4,952,787	I	By Trinity Ventures X, L.P.⁽²⁾⁽³⁾
Common Stock	07/23/2014		C		840,571	A	⁽¹⁾	5,793,358	I	By Trinity Ventures X, L.P.⁽²⁾⁽³⁾
Common Stock	07/23/2014		C		701,085	A	⁽¹⁾	6,494,443	I	By Trinity Ventures X, L.P.⁽²⁾⁽³⁾
Common Stock	07/23/2014		C		930	A	⁽¹⁾	4,214	I	By Trinity X Entrepreneurs' Fund, L.P.⁽²⁾⁽³⁾
Common Stock	07/23/2014		C		30,867	A	⁽¹⁾	35,081	I	By Trinity X Enterpreneurs Fund, L.P.⁽²⁾⁽³⁾
Common Stock	07/23/2014		C		11,102	A	⁽¹⁾	46,183	I	By Trinity X Enterpreneurs Fund, L.P.⁽²⁾⁽³⁾
Common Stock	07/23/2014		C		7,783	A	⁽¹⁾	53,966	I	By Trinity X Enterpreneurs Fund, L.P.⁽²⁾⁽³⁾
Common Stock	07/23/2014		C		8,836	A	⁽¹⁾	62,802	I	By Trinity X Enterpreneurs Fund, L.P.⁽²⁾⁽³⁾
Common Stock	07/23/2014		C		565	A	⁽¹⁾	2,325	I	By Trinity X Side-By-Side Fund, L.P.⁽²⁾⁽³⁾
Common Stock	07/23/2014		C		19,892	A	⁽¹⁾	22,217	I	By Trinity X Side-By-Side Fund, L.P.⁽²⁾⁽³⁾
Common Stock	07/23/2014		C		6,004	A	⁽¹⁾	28,221	I	By Trinity X Side-By-Side Fund, L.P.⁽²⁾⁽³⁾
Common Stock	07/23/2014		C		4,192	A	⁽¹⁾	32,413	I	By Trinity X Side-By-Side Fund, L.P.⁽²⁾⁽³⁾
Common Stock	07/23/2014		C		4,364	A	⁽¹⁾	36,777	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock (Convertible)	⁽¹⁾	07/23/2014		C			99,646	⁽¹⁾	⁽¹⁾	Common Stock	99,646	$0.00	0	I	By Trinity Ventures X, L.P.⁽²⁾⁽³⁾
Series A-1 Preferred Stock (Convertible)	⁽¹⁾	07/23/2014		C			3,378,826	⁽¹⁾	⁽¹⁾	Common Stock	3,378,826	$0.00	0	I	By Trinity Ventures X, L.P.⁽²⁾⁽³⁾
Series B Preferred Stock (Convertible)	⁽¹⁾	07/23/2014		C			1,115,746	⁽¹⁾	⁽¹⁾	Common Stock	1,115,746	$0.00	0	I	By Trinity Ventures X, L.P.⁽²⁾⁽³⁾
Series C Preferred Stock (Convertible)	⁽¹⁾	07/23/2014		C			840,571	⁽¹⁾	⁽¹⁾	Common Stock	840,571	$0.00	0	I	By Trinity Ventures X, L.P.⁽²⁾⁽³⁾
Series A Preferred Stock (Convertible)	⁽¹⁾	07/23/2014		C			930	⁽¹⁾	⁽¹⁾	Common Stock	930	$0.00	0	I	By Trinity X Entrepreneurs' Fund, L.P.⁽²⁾⁽³⁾
Series A-1 Preferred Stock (Convertible)	⁽¹⁾	07/23/2014		C			30,867	⁽¹⁾	⁽¹⁾	Common Stock	30,867	$0.00	0	I	By Trinity X Entrepreneurs' Fund, L.P.⁽²⁾⁽³⁾
Series B Preferred Stock (Convertible)	⁽¹⁾	07/23/2014		C			11,102	⁽¹⁾	⁽¹⁾	Common Stock	11,102	$0.00	0	I	By Trinity X Entrepreneurs' Fund, L.P.⁽²⁾⁽³⁾
Series C Preferred Stock (Convertible)	⁽¹⁾	07/23/2014		C			7,783	⁽¹⁾	⁽¹⁾	Common Stock	7,783	$0.00	0	I	By Trinity X Entrepreneurs' Fund, L.P.⁽²⁾⁽³⁾
Series A Preferred Stock (Convertible)	⁽¹⁾	07/23/2014		C			565	⁽¹⁾	⁽¹⁾	Common Stock	565	$0.00	0	I	By Trinity X Side-By-Side Fund, L.P.⁽²⁾⁽³⁾
Series A-1 Preferred Stock (Convertible)	⁽¹⁾	07/23/2014		C			19,892	⁽¹⁾	⁽¹⁾	Common Stock	19,892	$0.00	0	I	By Trinity X Side-By-Side Fund, L.P.⁽²⁾⁽³⁾
Series B Preferred Stock (Convertible)	⁽¹⁾	07/23/2014		C			6,004	⁽¹⁾	⁽¹⁾	Common Stock	6,004	$0.00	0	I	By Trinity X Side-By-Side Fund, L.P.⁽²⁾⁽³⁾
Series C Preferred Stock (Convertible)	⁽¹⁾	07/23/2014		C			4,192	⁽¹⁾	⁽¹⁾	Common Stock	4,192	$0.00	0	I	By Trinity X Side-By-Side Fund, L.P.⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

Trinity TVL X, LLC

(Last)

(First)

(Middle)

2480 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TRINITY VENTURES X LP

(Last)

(First)

(Middle)

2480 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Trinity X Side-By-Side Fund, L.P.

(Last)

(First)

(Middle)

2480 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Trinity X Entrepreneurs' Fund, L.P.

(Last)

(First)

(Middle)

2480 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Fenton Noel J

(Last)

(First)

(Middle)

2480 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ORR LAWRENCE K

(Last)

(First)

(Middle)

2480 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Tai Augustus O

(Last)

(First)

(Middle)

2480 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Wang Fred

(Last)

(First)

(Middle)

2480 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Nakache Patricia

(Last)

(First)

(Middle)

2480 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Scholnick Dan

(Last)

(First)

(Middle)

2480 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each share of Issuer's Preferred Stock automatically converted into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date.

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. The reporting person is a management member 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. The reporting person disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his 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. Each of the management members of Trinity TVL X, LLC disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his, her or its respective pecuniary interest therein. Mr. Chopra is a director of the Issuer and, accordingly, files separate Section 16 reports.

Remarks:

Filing 1 of 2

	/s/ Nina C. Labatt, Managing Member of Trinity TVL X, LLC	07/25/2014
	/s/ Nina C. Labatt, Managing Member of Trinity TVL X, LLC, which serves as the sole General Partner to Trinity Ventures X, L.P.	07/25/2014
	/s/ Nina Labatt, Managing Member of Trinity TVL X, LLC, which serves as the sole General Partner to Trinity X Side-By-Side Fund, L.P.	07/25/2014
	/s/ Nina Labatt, Managing Member of Trinity TVL X, LLC, which serves as the sole General Partner to Trinity X Entrepreneurs' Fund, L.P.	07/25/2014
	/s/ Noel J. Fenton	07/25/2014
	/s/ Lawrence K. Orr	07/25/2014
	/s/ Augustus O. Tai	07/25/2014
	/s/ Fred Wang	07/25/2014
	/s/ Patricia Nakache	07/25/2014
	/s/ Daniel Scholnick	07/25/2014
	** Signature of Reporting Person	Date
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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