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^*

Nakache Patricia

(Last)

(First)

(Middle)

2480 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/29/2016

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	02/29/2016		J⁽¹⁾⁽²⁾		292,250	D	$0.00	5,260,499	I	By Trinity Ventures X, L.P.⁽³⁾⁽⁴⁾
Common Stock	02/29/2016		J⁽²⁾⁽⁵⁾		2,826	D	$0.00	50,870	I	By Trinity X Entrepreneurs' Fund, L.P.⁽³⁾⁽⁴⁾
Common Stock	02/29/2016		J⁽²⁾⁽⁶⁾		1,655	D	$0.00	29,789	I	By Trinity X Side-By-Side Fund, L.P.⁽³⁾⁽⁴⁾
Common Stock	02/29/2016		J⁽²⁾⁽⁷⁾		2,922	A	$0.00	2,922	I	By Trinity TVL X, LLC⁽³⁾⁽⁴⁾
Common Stock	02/29/2016		J⁽²⁾⁽⁸⁾		2,922	D	$0.00	0	I	By Trinity TVL X, LLC⁽³⁾⁽⁴⁾
Common Stock	02/29/2016		J⁽²⁾⁽⁸⁾		110	A	$0.00	2,418	I	By TVL Management Corporation⁽⁴⁾⁽⁹⁾
Common Stock	02/29/2016		J⁽²⁾⁽⁶⁾⁽⁸⁾		522	A	$0.00	522	I	By Gordon/Nakache Family Trust⁽⁴⁾⁽¹⁰⁾
Common Stock	03/01/2016		S⁽¹¹⁾		522	D	$12.95⁽¹²⁾	0	I	By Gordon/Nakache Family Trust⁽⁴⁾⁽¹⁰⁾

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. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Trinity Ventures X, L.P. without consideration to its limited partners and its general partner, Trinity TVL X, LLC.

2. The transactions being reported were effected pursuant to a Rule 10b5-1 plan adopted on September 14, 2015.

3. 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.

4. Ms. Nakache is a management member 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. Ms. Nakache serves as an officer of Trinity TVL Management Corporation. Ms. Nakache disclaims beneficial ownership of the shares held by the aforementioned entities except to the extent of her pecuniary interest therein.

5. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Trinity X Entrepreneurs' Fund, L.P. without consideration to its limited partners.

6. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Trinity X Side-By-Side Fund, L.P. without consideration to its limited partners.

7. Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by Trinity Ventures X, L.P. described in footnote 1.

8. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Trinity TVL X, LLC without consideration to its members.

9. The shares are held by Trinity TVL Management Corporation.

10. The shares are held by the Gordon/Nakache Family Trust (the "Nakache Family Trust"). Ms. Nakache is a trustee of the Nakache Family Trust. Ms. Nakache disclaims beneficial ownership of the shares held by the Nakache Family Trust except to the extent of her proportionate pecuniary interest therein.

11. The sales were effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on September 14, 2015.

12. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $12.40 to $13.29 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

Remarks:

	/s/ Patricia E. Nakache	03/02/2016
	** 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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