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^*

Vardell Thomas

(Last)

(First)

(Middle)

C/O NORTHGATE CAPITAL

649 SAN RAMON VALLEY BLVD

(Street)

DANVILLE

94526

(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)

X	Director	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)

X	Form filed by One Reporting Person
	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	53,852	I	NCD SWIB Opportunities, L.P.⁽¹⁾
Common Stock	53,851	I	Northgate Partners, a Delaware Multiple Series 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	11,739	⁽²⁾	I	NCD Partners VII, L.P.⁽¹⁾
Series A Preferred Stock (Convertible)	⁽²⁾	⁽²⁾	Common Stock	12,228	⁽²⁾	I	NCD SWIB, L.P.⁽¹⁾
Series A Preferred Stock (Convertible)	⁽²⁾	⁽²⁾	Common Stock	5,992	⁽²⁾	I	NCD SWIB Opportunities, L.P.⁽¹⁾
Series C Preferred Stock (Convertible)	⁽³⁾	⁽³⁾	Common Stock	517,931	⁽³⁾	I	NCD Partners VII, L.P.⁽¹⁾
Series C Preferred Stock (Convertible)	⁽³⁾	⁽³⁾	Common Stock	798,511	⁽³⁾	I	NCD SWIB, L.P.⁽¹⁾
Series C Preferred Stock (Convertible)	⁽³⁾	⁽³⁾	Common Stock	329,111	⁽³⁾	I	NCD SWIB Opportunities, L.P.⁽¹⁾

Explanation of Responses:

1. Shares held directly by NCD Partners VII, L.P. NCD SWIB, L.P., NCD SWIB Opportunities, L.P. and Northgate Partners, a Delaware Multiple Series LLC, or the Northgate Entities. NCD Management VII, L.L.C. is the General Partner of NCD Partners VII, L.P. and NCD SWIB, L.P. and NCD SWIB Management, LLC is the General Partner of NCD SWIB Opportunities, L.P. Brent Jones, Jared Stone, Thomas Vardell and Hosein Khajeh-Hosseiny, the Managing Members of each of NCD Management VII, L.L.C., NCD SWIB Management, LLC and Northgate Partners, a Delaware Multiple Series LLC, may be deemed to share voting, investment and dispositive power with respect to the shares held of record by the Northgate Entities. Mr. Vardell, the representative of the Northgate Entities on the Issuer's board of directors, disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his 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 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:

	Eric Deeds, as Power of Attorney on behalf of Thomas Vardell	07/17/2018
	** 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.
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