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*
Deer VI & Co. LLC

(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Millennial Media Inc. [ MM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/03/2012
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)
Code V Amount (A) or (D) Price
Common Stock 04/03/2012 C 13,500,231 (1) A (2) 13,500,231 (1) I By Funds (3) (4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-1 Convertible Preferred Stock (2) 04/03/2012 C 2,926,830 (5) (2) (2) Common Stock 2,926,830 (5) $0.00 0 I By Funds (4)
Series A-2 Convertible Preferred Stock (2) 04/03/2012 C 4,724,110 (6) (2) (2) Common Stock 4,724,110 (6) $0.00 0 I By Funds (4)
Series B Convertible Preferred Stock (2) 04/03/2012 C 2,537,370 (7) (2) (2) Common Stock 2,537,370 (7) $0.00 0 I By Funds (4)
Series C Convertible Preferred Stock (2) 04/03/2012 C 896,636 (8) (2) (2) Common Stock 896,636 (8) $0.00 0 I By Funds (4)
Series D Convertible Preferred Stock (2) 04/03/2012 C 2,415,285 (9) (2) (2) Common Stock 2,415,285 (9) $0.00 0 I By Funds (4)
1. Name and Address of Reporting Person*
Deer VI & Co. LLC

(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bessemer Venture Partners Co-Investment L.P.

(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bessemer Venture Partners VI Institutional L.P.

(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bessemer Venture Partners VI L.P.

(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)
Explanation of Responses:
1. The total represents shares received upon conversion of shares of Series A-1, Series A-2, Series B, Series C and Series D convertible preferred stock.
2. Effective upon the closing of the issuer's initial public offering of its common stock, each share of convertible preferred stock automatically converted into one share of common stock. The convertible preferred stock had no expiration date.
3. The total includes 10,010,551 shares held by Bessemer Venture Partners VI, L.P. ("BVP VI"), 3,362,330 shares held by Bessemer Venture Partners Co-Investment, L.P. ("BVP Co-Investment") and 127,350 shares held by Bessemer Venture Partners VI Institutional, L.P. ("BVP Institutional," and together with BVP VI and BVP Co-Investment, the "Funds").
4. Deer VI & Co LLC ("Deer VI") is the general partner of each of the Funds. The Funds, together with Deer VI, are the "Bessemer Entities." Deer VI disclaims beneficial ownership of the securities owned directly by the Funds, and this report shall not be deemed as admission that Deer VI is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any, by virtue of its general partner interests in the Funds. Robert Goodman, an executive manager of Deer VI, serves as the representative of the Bessemer Entities on the issuer's board of directors.
5. The total includes 2,162,195 shares held by BVP VI, 728,050 shares held by BVP Co-Investment and 36,585 shares held by BVP Institutional.
6. The total includes 3,489,935 shares held by BVP VI, 1,175,125 shares held by BVP Co-Investment and 59,050 shares held by BVP Institutional.
7. The total includes 1,874,480 shares held by BVP VI, 631,175 shares held by BVP Co-Investment and 31,715 shares held by BVP Institutional.
8. The total includes 672,477 shares held by BVP VI and 224,159 shares held by BVP Co-Investment.
9. The total includes 1,811,464 shares held by BVP VI and 603,821 shares held by BVP Co-Investment.
Remarks:
/s/ J. Edmund Colloton, Executive Manager of Deer VI & Co. LLC 04/04/2012
/s/ J. Edmund Colloton, Executive Manager of Deer VI & Co. LLC, the General Partner of Bessemer Venture Partners Co-Investment L.P. 04/04/2012
/s/ J. Edmund Colloton, Executive Manager of Deer VI & Co. LLC, the General Partner of Bessemer Venture Partners VI Institutional L.P. 04/04/2012
/s/ J. Edmund Colloton, Executive Manager of Deer VI & Co. LLC, the General Partner of Bessemer Venture Partners VI L.P. 04/04/2012
** Signature of Reporting Person Date
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