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^*

GOODMAN ROBERT P

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

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

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2014

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

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

X	Form filed by One Reporting Person
	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	06/10/2014		S		0⁽¹⁾	D	$0.00⁽¹⁾	541,499⁽¹⁾⁽²⁾⁽³⁾	D⁽²⁾⁽³⁾
Common Stock	06/11/2014		S		0⁽⁴⁾	D	$0.00⁽⁴⁾	541,499⁽²⁾⁽³⁾⁽⁴⁾	D⁽²⁾⁽³⁾
Common Stock	06/12/2014		S		0⁽⁵⁾	D	$0.00⁽⁵⁾	541,499⁽²⁾⁽³⁾⁽⁵⁾	D⁽²⁾⁽³⁾
Common Stock	06/12/2014		S		33,333⁽⁶⁾	D	$4.2775⁽⁷⁾	508,166⁽²⁾⁽³⁾	D⁽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)

Explanation of Responses:

1. On June 10, 2014, Bessemer Venture Partners VI, L.P. ("BVP VI") sold 70,312 shares of Common Stock of the Issuer (the "shares"), Bessemer Venture Partners Co-Investment LP ("BVP Co-Investment") sold 28,451 shares, and Bessemer Venture Partners VI Institutional L.P. ("BVP Institutional," and together with BVP VI and BVP Co-Investment, the "Funds") sold 1,237 shares at the weighted average sale price of $4.17270 (the "June 10 Fund Sales"). After the June 10 Fund Sales, BVP VI owned 5,211,562 shares, BVP Co-Investment owned 2,108,807 shares, and BVP Institutional owned 91,737 shares of Common Stock. These shares were sold in multiple transactions at prices ranging from $4.15 to $4.20. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. Represents shares held directly by the reporting person as well as shares held by NB Group, LLC, and excludes shares held by the Funds. The reporting person is a managing member of NB Group, LLC and disclaims beneficial ownership of the securities held by NB Group, LLC, except to the extent of his pecuniary interest therein.

3. The reporting person is one of several executive managers and a member of Deer VI & Co. LLC ("Deer VI"), the general partner of each of the Funds, and disclaims beneficial ownership of the securities, except to the extent of his pecuniary interest therein, if any, by virtue of his interest in Deer VI and his indirect limited partnership interest in BVP Co-Investment. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities.

4. On June 11, 2014, BVP VI sold 35,156 shares, BVP Co-Investment sold 14,225 shares and BVP Institutional sold 619 shares at the weighted average sale price of $4.49930 (the "June 11 Fund Sales"). After the June 11 Fund Sales, BVP VI owned 5,176,406 shares, BVP Co-Investment owned 2,094,582 shares, and BVP Institutional owned 91,118 shares of Common Stock. These shares were sold in multiple transactions at prices ranging from $4.30 to $4.70. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. On June 12, 2014, BVP VI sold 68,826 shares, BVP Co-Investment sold 27,850 shares and BVP Institutional sold 1,211 shares at the weighted average sale price of $4.3402 (the "June 12 Fund Sales"). After the June 12 Fund Sales, BVP VI owned 5,107,580 shares, BVP Co-Investment owned 2,066,732 shares, and BVP Institutional owned 89,907 shares of Common Stock. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.30 to $4.40. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. Represents shares sold by Mr. Goodman on June 12, 2014.

7. The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the Reported Transaction ranged from $4.23 to $4.32. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.

Remarks:

	/s/ Robert P. Goodman	06/12/2014
	** 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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