SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

ACCEL IX LP

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/06/2013

3. Issuer Name and Ticker or Trading Symbol
YuMe Inc [ YUME ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	72,167	D⁽¹⁾
Common Stock	7,688	I	By Accel IX Strategic Partners L.P.⁽²⁾
Common Stock	6,821	I	By Accel Investors 2006 L.L.C.⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	17,346	⁽⁴⁾	D⁽¹⁾
Series A-2 Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	2,205,864	⁽⁴⁾	D⁽¹⁾
Series B Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	533,028	⁽⁵⁾	D⁽¹⁾
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	529,878	⁽⁴⁾	D⁽¹⁾
Series D Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	810,215	⁽⁶⁾	D⁽¹⁾
Series A-1 Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1,848	⁽⁴⁾	I	By Accel IX Strategic Partners L.P.⁽²⁾
Series A-2 Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	234,999	⁽⁴⁾	I	By Accel IX Strategic Partners L.P.⁽²⁾
Series B Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	56,785	⁽⁵⁾	I	By Accel IX Strategic Partners L.P.⁽²⁾
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	56,450	⁽⁴⁾	I	By Accel IX Strategic Partners L.P.⁽²⁾
Series D Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	86,315	⁽⁶⁾	I	By Accel IX Strategic Partners L.P.⁽²⁾
Series A-1 Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1,640	⁽⁴⁾	I	By Accel Investors 2006 L.L.C.⁽³⁾
Series A-2 Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	208,505	⁽⁴⁾	I	By Accel Investors 2006 L.L.C.⁽³⁾
Series B Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	50,383	⁽⁵⁾	I	By Accel Investors 2006 L.L.C.⁽³⁾
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	50,086	⁽⁴⁾	I	By Accel Investors 2006 L.L.C.⁽³⁾
Series D Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	76,584	⁽⁶⁾	I	By Accel Investors 2006 L.L.C.⁽³⁾

1. Name and Address of Reporting Person^*

ACCEL IX LP

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(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^*

ACCEL IX STRATEGIC PARTNERS LP

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(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^*

Accel Investors 2006 L.L.C.

(Last)

(First)

(Middle)

C/O ACCEL PARTNERS

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(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. Accel IX Associates L.L.C. ("A9A"), which is the General Partner of Accel IX L.P. ("Accel IX"), has sole voting and investment power over the securities held by Accel IX. A9A disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, each of Kevin Efrusy, Ping Li (who is a director of the Issuer) Arthur C. Patterson, Theresia Gouw and James W. Breyer is a Managing Member of A9A and may be deemed to share voting and investment power over the shares held of record by Accel IX. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

2. A9A, which is the General Partner of Accel IX Strategic Partners L.P. ("Accel SP"), has sole voting and investment power over the securities held by Accel SP. A9A disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, each of Kevin Efrusy, Ping Li (who is a director of the Issuer), Arthur C. Patterson, Theresia Gouw and James W. Breyer, is a Managing Member of A9A and may be deemed to share voting and investment power over the shares held of record by Accel SP. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

3. James W. Breyer, Kevin J. Efrusy, Ping Li (a director of the Issuer), Arthur C. Patterson and Theresia Gouw are the managing members of Accel Investors 2006 L.L.C. ("AI2006") and share the voting and investment powers over the shares held by AI2006. Each managing member disclaims beneficial ownership except to the extent of his or her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

4. Each share of Series A-1, Series A-2, and Series C Convertible Preferred Stock is convertible into 0.1666666667 shares of the Issuer's common stock upon completion of the Issuer's initial public offering, and has no expiration date. This conversion ratio reflects an adjustment following a 1-for-6 reverse stock split effected by the Issuer on July 24, 2013.

5. Each share of Series B Convertible Preferred Stock is convertible into 0.1786704776 shares of the Issuer's common stock upon completion of the Issuer's initial public offering, and has no expiration date. This conversion ratio reflects an adjustment following a 1-for-6 reverse stock split effected by the Issuer on July 24, 2013.

6. Each share of Series D Convertible Preferred Stock is convertible into 0.1671693477 shares of the Issuer's common stock upon completion of the Issuer's initial public offering, and has no expiration date. This conversion ratio reflects an adjustment following a 1-for-6 reverse stock split effected by the Issuer on July 24, 2013.

Remarks:

	/s/ Tracy L. Sedlock as attorney-in-fact for the Reporting Persons	08/06/2013
	** 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 5 (b)(v).
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