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 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* CAROLAN SHAWN T (Last) (First) (Middle) 3000 SAND HILL ROAD, BLDG. 4, SUITE 100 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol YuMe Inc [ YUME ]	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) 08/12/2013
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/12/2013		C		2,431,933	A	(1)	2,431,933	I	See Footnote(2)
Common Stock	08/12/2013		C		42,558	A	(1)	42,558	I	See Footnote(3)
Common Stock	08/12/2013		C		20,671	A	(1)	20,671	I	See Footnote(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 D Convertible Preferred Stock	(1)	08/12/2013		C			14,547,726	(1)	(1)	Common Stock	2,431,933	(1)	0	I	See Footnote(2)
Series D Convertible Preferred Stock	(1)	08/12/2013		C			254,585	(1)	(1)	Common Stock	42,558	(1)	0	I	See Footnote(3)
Series D Convertible Preferred Stock	(1)	08/12/2013		C			123,656	(1)	(1)	Common Stock	20,671	(1)	0	I	See Footnote(4)

Explanation of Responses:

1. Each share of Series D Convertible Preferred Stock converted into 0.1671693477 shares of common stock upon completion of the Issuer's initial public offering and had 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. All shares of common stock (including fractions thereof) issued upon conversion were aggregated for each stockholder. No fractional share was issued upon the conversion of any share or shares of Series D Convertible Preferred Stock.

2. These shares are owned directly by Menlo Ventures X, L.P. ("Menlo X"), whose sole general partner is MV Management X, L.L.C. ("MVM-X") of which Shawn T. Carolan is a managing member. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. Shawn T. Carolan is a director of Issuer.

3. These shares are owned directly by MMEF X, L.P., whose sole general partner is MVM-X of which Shawn T. Carolan is a managing member. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. Shawn T. Carolan is a director of Issuer.

4. These shares are owned directly by Menlo Entrepreneurs Fund X, L.P., whose sole general partner is MVM-X of which Shawn T. Carolan is a managing member. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. Shawn T. Carolan is a director of Issuer.

Remarks:

	/s/ Shawn T. Carolan by Jeremy Ford, Attorney-in-Fact	08/12/2013
	** 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 4 (b)(v).
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