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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
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)
12/07/2012
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 12/07/2012 J (1) 2,529,583 D $0 (1) 8,768,319 (4) I See footnotes (2) (3) (4) (5)
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
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 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. On December 7, 2012, Bessemer Venture Partners VI L.P. and Bessemer Venture Partners Co-Investment L.P. (the "Funds") distributed, for no consideration, 2,322,807 and 206,776 shares, respectively, of Common Stock (the "Shares") of the Issuer to Deer VI & Co. LLC, the general partner of the Bessemer Entities ("Deer VI"), representing Deer VI's pro rata general partner interest in the shares held by the Funds (the "Fund Distributions"). On the same date, Deer VI distributed, for no consideration, the Shares to its members in an amount equal to each member's pro rata interest in the Shares (the "Deer VI Distribution" and, together with the Fund Distributions, the "Distributions"). These distributions were made in accordance with the exemption afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended.
2. In connection with the Issuer's public offering pursuant to the registration statement on Form S-1 (No. 333-184413) (the "Follow-on Offering"), the Funds entered into a lock-up agreement (the "Lock-Up Agreement") with Morgan Stanley & Co. LLC, Goldman, Sachs & Co. and Barclays Capital Inc. (collectively, the "Underwriters") restricting their ability to sell or otherwise dispose of their shares of Common Stock for a period ending 90 days after the date of the prospectus for the Follow-on Offering, as described in further detail in such prospectus. In connection with the Distributions, each of the members of Deer VI entered into lock-up agreements with the Underwriters that are substantially identical to the Lock-Up Agreement.
3. Robert Goodman, an executive manager of Deer VI, serves as the representative of the Bessemer Entities and Deer VI on the Issuer's board of directors.
4. After the Distributions, Bessemer Venture Partners VI, L.P. ("BVP VI") owns 6,054,696 shares, Bessemer Venture Partners Co-Investment LP ("BVP Co-Investment") owns 2,607,048 shares, and Bessemer Venture Partners VI Institutional L.P. ("BVP Institutional," and together with BVP VI and BVP Co-Investment, the "Bessemer Entities") owns 106,575 shares.
5. Deer VI is the general partner of each of the Bessemer Entities. Deer VI disclaims beneficial ownership of the securities owned directly by the Bessemer Entities, and this report shall not be deemed as an 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 Bessemer Entities.
/s/ J. Edmund Colloton, Executive Manager of Deer VI & Co., LLC 12/11/2012
/s/ J. Edmund Colloton, Executive Manager of Deer VI & Co., LLC, the General Partner of Bessemer Venture Partners Co-Investment L.P. 12/11/2012
/s/ J. Edmund Colloton, Executive Manager of Deer VI & Co., LLC, the General Partner of Bessemer Venture Partners VI L.P. 12/11/2012
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.