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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/17/2014 |
3. Issuer Name and Ticker or Trading Symbol
TUBEMOGUL INC [ TUBE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 358,569 | I | By Trinity Ventures X, L.P.(1)(2) |
Common Stock | 3,284 | I | By Trinity X Side-By-Side Fund, L.P.(1)(2) |
Common Stock | 1,760 | I | By Trinity X Entrepreneurs' Fund, L.P.(1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock (Convertible) | (3) | (3) | Common Stock | 99,646(3) | (3) | I | By Trinity Ventures X, L.P.(1)(2) |
Series A Preferred Stock (Convertible) | (3) | (3) | Common Stock | 565(3) | (3) | I | By Trinity X Side-By-Side Fund, L.P.(1)(2) |
Series A Preferred Stock (Convertible) | (3) | (3) | Common Stock | 930(3) | (3) | I | Trinity X Entrepreneurs' Fund, L.P.(1)(2) |
Series A-1 Preferred Stock (Convertible) | (4) | (4) | Common Stock | 3,378,826(4) | (4) | I | By Trinity Ventures X, L.P.(1)(2) |
Series A-1 Preferred Stock (Convertible) | (4) | (4) | Common Stock | 19,892(4) | (4) | I | By Trinity X Side-By-Side Fund, L.P.(1)(2) |
Series A-1 Preferred Stock (Convertible) | (4) | (4) | Common Stock | 30,867(4) | (4) | I | Trinity X Entrepreneurs' Fund, L.P.(1)(2) |
Series B Preferred Stock (Convertible) | (5) | (5) | Common Stock | 1,115,746(5) | (5) | I | By Trinity Ventures X, L.P.(1)(2) |
Series B Preferred Stock (Convertible) | (5) | (5) | Common Stock | 6,004(5) | (5) | I | By Trinity X Side-By-Side Fund, L.P.(1)(2) |
Series B Preferred Stock (Convertible) | (5) | (5) | Common Stock | 11,102(5) | (5) | I | Trinity X Entrepreneurs' Fund, L.P.(1)(2) |
Series C Preferred Stock (Convertible) | (6) | (6) | Common Stock | 840,571(6) | (6) | I | By Trinity Ventures X, L.P.(1)(2) |
Series C Preferred Stock (Convertible) | (6) | (6) | Common Stock | 4,192(6) | (6) | I | By Trinity X Side-By-Side Fund, L.P.(1)(2) |
Series C Preferred Stock (Convertible) | (6) | (6) | Common Stock | 7,783(6) | (6) | I | Trinity X Entrepreneurs' Fund, L.P.(1)(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Trinity TVL X, LLC is the general partner of Trinity Ventures X, L.P., Trinity X Side-By-Side Fund, L.P. and Trinity X Entrepreneurs' Fund, L.P. and has sole voting and investment power with respect to the shares held by Trinity Ventures X, L.P., Trinity X Side-By-Side Fund, L.P. and Trinity X Entrepreneurs' Fund, L.P. |
2. Lawrence K. Orr, Noel J. Fenton, Augustus O. Tai, Fred Wang, Patricia Nakache, Ajay Chopra, TVL Management Corporation, Daniel Scholnick and Nina C. Labatt are management members of Trinity TVL X, LLC, and may be deemed to share voting and investment power over the shares owned by Trinity Ventures X, L.P., Trinity X Side-By-Side Fund, L.P. and Trinity X Entrepreneurs' Fund, L.P. Each of the management members of Trinity TVL X, LLC disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his, her or its respective pecuniary interest therein. Mr. Chopra is a director of the Issuer and, accordingly, files separate Section 16 reports. |
3. 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. |
4. The Series A-1 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. |
5. 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. |
6. 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. |
Remarks: |
/s/ Nina C. Labatt, Managing Member of Trinity TVL X, LLC | 07/17/2014 | |
/s/ Nina C. Labatt, Managing Member of Trinity TVL X, LLC, which serves as the sole General Partner to Trinity Ventures X, L.P. | 07/17/2014 | |
/s/ Nina Labatt, Managing Member of Trinity TVL X, LLC, which serves as the sole General Partner to Trinity X Side-By-Side Fund, L.P. | 07/17/2014 | |
/s/ Nina Labatt, Managing Member of Trinity TVL X, LLC, which serves as the sole General Partner to Trinity X Entrepreneurs' Fund, L.P. | 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). | ||
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. |