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^*

Foundation Capital Management Co. VI, LLC

(Last)

(First)

(Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/17/2014

3. Issuer Name and Ticker or Trading Symbol
TUBEMOGUL INC [ TUBE ]

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

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Mmbr 13D group owning > 10%

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	300,330	I	Foundation Capital VI, L.P.⁽¹⁾
Common Stock	3,356	I	Foundation Capital VI Principals Fund, LLC⁽¹⁾

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 Preferred Stock (Convertible)	⁽²⁾	⁽²⁾	Common Stock	83,537	⁽²⁾	I	Foundation Capital VI, L.P.⁽¹⁾
Series A Preferred Stock (Convertible)	⁽²⁾	⁽²⁾	Common Stock	934	⁽²⁾	I	Foundation Capital VI Principals Fund, LLC⁽¹⁾
Series B Preferred Stock (Convertible)	⁽³⁾	⁽³⁾	Common Stock	3,768,399	⁽³⁾	I	Foundation Capital VI, L.P.⁽¹⁾
Series B Preferred Stock (Convertible)	⁽³⁾	⁽³⁾	Common Stock	42,106	⁽³⁾	I	Foundation Capital VI Principals Fund, LLC⁽¹⁾
Series C Preferred Stock (Convertible)	⁽⁴⁾	⁽⁴⁾	Common Stock	820,260	⁽⁴⁾	I	Foundation Capital VI, L.P.⁽¹⁾
Series C Preferred Stock (Convertible)	⁽⁴⁾	⁽⁴⁾	Common Stock	9,165	⁽⁴⁾	I	Foundation Capital VI Principals Fund, LLC⁽¹⁾

1. Name and Address of Reporting Person^*

Foundation Capital Management Co. VI, LLC

(Last)

(First)

(Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Mmbr 13D group owning > 10%

1. Name and Address of Reporting Person^*

FOUNDATION CAPITAL VI LP

(Last)

(First)

(Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Mmbr 13D group owning > 10%

1. Name and Address of Reporting Person^*

Foundation Capital VI Principals Fund, LLC

(Last)

(First)

(Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Mmbr 13D group owning > 10%

Explanation of Responses:

1. Foundation Capital Management Co. VI, LLC is the sole manager of Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC and has sole voting and investment power with respect to the shares held by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. William B.Elmore, Paul G. Koontz, Michael N. Schuh, Paul R. Holland, Richard A. Redelfs, Steve P. Vassallo, Charles P. Moldow and Warren M. Weiss are managing members of Foundation Capital Management Co. VI, LLC, and may be deemed to share voting and investment power over the shares owned by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. Each of the managing members of Foundation Capital Management Co. VI, LLC disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his or her pecuniary interest therein.

2. The Series A Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date.

3. The Series B Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date.

4. The Series C Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date.

	/s/ Gail M. Haney as Attorney-In-Fact	07/17/2014
	** 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 5 (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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