SC 13D/A

0001193125-16-493014.txt : 20160304 0001193125-16-493014.hdr.sgml : 20160304 20160304131100 ACCESSION NUMBER: 0001193125-16-493014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160304 DATE AS OF CHANGE: 20160304 GROUP MEMBERS: AJAY CHOPRA GROUP MEMBERS: AUGUSTUS O. TAI GROUP MEMBERS: DANIEL SCHOLNICK GROUP MEMBERS: FRED WANG GROUP MEMBERS: KARAN MEHANDRU GROUP MEMBERS: LAWRENCE K. ORR GROUP MEMBERS: NINA C. LABATT GROUP MEMBERS: NOEL J. FENTON GROUP MEMBERS: PATRICIA NAKACHE GROUP MEMBERS: TRINITY VENTURES X, L.P. GROUP MEMBERS: TRINITY X ENTREPRENEURS FUND, L.P. GROUP MEMBERS: TRINITY X SIDE-BY-SIDE FUND, L.P. GROUP MEMBERS: TVL MANAGEMENT CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TUBEMOGUL INC CENTRAL INDEX KEY: 0001449278 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 510633881 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88262 FILM NUMBER: 161484487 BUSINESS ADDRESS: STREET 1: 1250 53RD STREET, SUITE 6 CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 510-653-0677 MAIL ADDRESS: STREET 1: 1250 53RD STREET, SUITE 6 CITY: EMERYVILLE STATE: CA ZIP: 94608 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Trinity TVL X, LLC CENTRAL INDEX KEY: 0001461710 IRS NUMBER: 264079640 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BUILDING 4, SUITE 160 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 854-9500 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BUILDING 4, SUITE 160 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13D/A 1 d153190dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

TubeMogul, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

898570 10 6

(CUSIP Number)

NINA C. LABATT

TRINITY VENTURES

2480 SAND HILL ROAD, SUITE 200

MENLO PARK, CALIFORNIA 94025

TELEPHONE: (650) 854-9500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 29, 2016

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 898570 10 6		13D/A


1.	Name of Reporting Persons Trinity TVL X, LLC
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
3.	SEC USE ONLY
4.	Source of Funds (see instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 5,341,158 shares of Common Stock (2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 5,341,158 shares of Common Stock (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,341,158 shares of Common Stock (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨
13.	Percent of Class Represented by Amount in Row 11 15.2% (3)
14.	Type of Reporting Person (see instructions) OO

(1)

This Schedule 13D/A is filed by Trinity TVL X, LLC (“Trinity TVL X”), Trinity Ventures X, L.P. (“Trinity X”), Trinity X Entrepreneurs’ Fund, L.P. (“Trinity EF X”), Trinity X Side-By-Side Fund, L.P. (“Trinity SBS X”), TVL Management Corporation (“TVL Management,” together with Trinity TVL X, Trinity X, Trinity EF X and Trinity SBS X, collectively, the “Trinity Entities”) and Lawrence K. Orr (“Orr”), Noel J. Fenton (“Fenton”), Augustus O. Tai (“Tai”), Fred Wang (“Wang”), Patricia Nakache (“Nakache”), Ajay Chopra (“Chopra”), Karan Mehandru (“Mehandru”), Daniel Scholnick (“Scholnick”) and Nina C. Labatt (“Labatt”), (together with the Trinity Entities and Orr, Fenton, Tai, Wang, Nakache, Chopra, Mehandru, Scholnick and Labatt, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D/A.

(2)

Includes (i) 5,260,499 shares held by Trinity X, (ii) 50,870 shares held by Trinity EF X and (iii) 29,789 shares held by Trinity SBS X. Trinity TVL X is the general partner of Trinity X, Trinity EF X and Trinity SBS X and has sole voting and investment power with respect to the shares held by Trinity X, Trinity EF X and Trinity SBS X. Orr, Fenton, Tai, Wang, Nakache, Chopra, Mehandru, Scholnick, Labatt and TVL Management are management members of Trinity TVL X and may be deemed to share voting and investment power over the shares owned by Trinity X, Trinity EF X and Trinity SBS X.

(3)	This percentage is calculated based upon 35,047,910 shares of the Common Stock outstanding (as of November 3, 2015) as set forth in Issuer’s Form 10-Q for the quarterly period ended September 30, 2015 filed with the Securities and Exchange Commission (“SEC”) on November 12, 2015.


CUSIP No. 898570 10 6		13D/A


1.	Name of Reporting Persons Trinity Ventures X, L.P.
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
3.	SEC USE ONLY
4.	Source of Funds (see instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 5,341,158 shares of Common Stock (2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 5,341,158 shares of Common Stock (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,341,158 shares of Common Stock (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨
13.	Percent of Class Represented by Amount in Row 11 15.2% (3)
14.	Type of Reporting Person (see instructions) PN

(1)	This Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D/A.

(2)

(3)	This percentage is calculated based upon 35,047,910 shares of the Common Stock outstanding (as of November 3, 2015) as set forth in Issuer’s Form 10-Q for the quarterly period ended September 30, 2015 filed with the SEC on November 12, 2015.


CUSIP No. 898570 10 6		13D/A


1.	Name of Reporting Persons Trinity X Entrepreneurs’ Fund, L.P.
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
3.	SEC USE ONLY
4.	Source of Funds (see instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 5,341,158 shares of Common Stock (2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 5,341,158 shares of Common Stock (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,341,158 shares of Common Stock (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨
13.	Percent of Class Represented by Amount in Row 11 15.2% (3)
14.	Type of Reporting Person (see instructions) PN

(1)	This Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D/A.

(2)

(3)	This percentage is calculated based upon 35,047,910 shares of the Common Stock outstanding (as of November 3, 2015) as set forth in Issuer’s Form 10-Q for the quarterly period ended September 30, 2015 filed with the SEC on November 12, 2015.


CUSIP No. 898570 10 6		13D/A


1.	Name of Reporting Persons Trinity X Side-By-Side Fund, L.P.
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
3.	SEC USE ONLY
4.	Source of Funds (see instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 5,341,158 shares of Common Stock (2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 5,341,158 shares of Common Stock (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,341,158 shares of Common Stock (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨
13.	Percent of Class Represented by Amount in Row 11 15.2% (3)
14.	Type of Reporting Person (see instructions) PN

(1)	This Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D/A.

(2)

(3)	This percentage is calculated based upon 35,047,910 shares of the Common Stock outstanding (as of November 3, 2015) as set forth in Issuer’s Form 10-Q for the quarterly period ended September 30, 2015 filed with the SEC on November 12, 2015.


CUSIP No. 898570 10 6		13D/A


1.	Name of Reporting Persons TVL Management Corporation
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
3.	SEC USE ONLY
4.	Source of Funds (see instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 2,418 shares of Common Stock
		8.	Shared Voting Power 5,341,158 shares of Common Stock (2)
		9.	Sole Dispositive Power 2,418 shares of Common Stock
		10.	Shared Dispositive Power 5,341,158 shares of Common Stock (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,343,576 shares of Common Stock
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨
13.	Percent of Class Represented by Amount in Row 11 15.2% (3)
14.	Type of Reporting Person (see instructions) CO

(1)	This Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D/A.

(2)

(3)	This percentage is calculated based upon 35,047,910 shares of the Common Stock outstanding (as of November 3, 2015) as set forth in Issuer’s Form 10-Q for the quarterly period ended September 30, 2015 filed with the SEC on November 12, 2015.


CUSIP No. 898570 10 6		13D/A


1.	Name of Reporting Persons Lawrence K. Orr
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
3.	SEC USE ONLY
4.	Source of Funds (see instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 7,730 shares of Common Stock (4)
		8.	Shared Voting Power 5,341,158 shares of Common Stock (2)
		9.	Sole Dispositive Power 7,730 shares of Common Stock (4)
		10.	Shared Dispositive Power 5,341,158 shares of Common Stock (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,348,888 shares of Common Stock
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨
13.	Percent of Class Represented by Amount in Row 11 15.2% (3)
14.	Type of Reporting Person (see instructions) IN

(1)	This Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D/A.

(2)

(3)	This percentage is calculated based upon 35,047,910 shares of the Common Stock outstanding (as of November 3, 2015) as set forth in Issuer’s Form 10-Q for the quarterly period ended September 30, 2015 filed with the SEC on November 12, 2015.

(4)	The shares are held by the Lederer-Orr Family Trust (the “Lederer-Orr Family Trust”). Mr. Orr is a trustee of the Lederer-Orr Family Trust.


CUSIP No. 898570 10 6		13D/A


1.	Name of Reporting Persons Noel J. Fenton
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
3.	SEC USE ONLY
4.	Source of Funds (see instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 6,640 shares of Common Stock (4)
		8.	Shared Voting Power 5,341,158 shares of Common Stock (2)
		9.	Sole Dispositive Power 6,640 shares of Common Stock (4)
		10.	Shared Dispositive Power 5,341,158 shares of Common Stock (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,347,798 shares of Common Stock
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨
13.	Percent of Class Represented by Amount in Row 11 15.2% (3)
14.	Type of Reporting Person (see instructions) IN

(1)	This Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D/A.

(2)

(3)	This percentage is calculated based upon 35,047,910 shares of the Common Stock outstanding (as of November 3, 2015) as set forth in Issuer’s Form 10-Q for the quarterly period ended September 30, 2015 filed with the SEC on November 12, 2015.

(4)	The shares are held by the Fenton Family 1994 Trust (the “Fenton Family Trust”). Mr. Fenton is a trustee of the Fenton Family Trust.


CUSIP No. 898570 10 6		13D/A


1.	Name of Reporting Persons Augustus O. Tai
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
3.	SEC USE ONLY
4.	Source of Funds (see instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 10,215 shares of Common Stock (4)
		8.	Shared Voting Power 5,341,158 shares of Common Stock (2)
		9.	Sole Dispositive Power 10,215 shares of Common Stock (4)
		10.	Shared Dispositive Power 5,341,158 shares of Common Stock (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,351,373 shares of Common Stock
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨
13.	Percent of Class Represented by Amount in Row 11 15.2% (3)
14.	Type of Reporting Person (see instructions) IN

(1)	This Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D/A.

(2)

(3)	This percentage is calculated based upon 35,047,910 shares of the Common Stock outstanding (as of November 3, 2015) as set forth in Issuer’s Form 10-Q for the quarterly period ended September 30, 2015 filed with the SEC on November 12, 2015.

(4)	The shares are held by the Tai Family Trust (the “Tai Family Trust”). Mr. Tai is a trustee of the Tai Family Trust.


CUSIP No. 898570 10 6		13D/A


1.	Name of Reporting Persons Fred Wang
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
3.	SEC USE ONLY
4.	Source of Funds (see instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 9,341 shares of Common Stock (4)
		8.	Shared Voting Power 5,341,158 shares of Common Stock (2)
		9.	Sole Dispositive Power 9,341 shares of Common Stock (4)
		10.	Shared Dispositive Power 5,341,158 shares of Common Stock (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,350,499 shares of Common Stock
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨
13.	Percent of Class Represented by Amount in Row 11 15.2% (3)
14.	Type of Reporting Person (see instructions) IN

(1)	This Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D/A.

(2)

(3)	This percentage is calculated based upon 35,047,910 shares of the Common Stock outstanding (as of November 3, 2015) as set forth in Issuer’s Form 10-Q for the quarterly period ended September 30, 2015 filed with the SEC on November 12, 2015.

(4)	The shares are held by the Wang Family Trust (the “Wang Family Trust”). Mr. Wang is a trustee of the Wang Family Trust.


CUSIP No. 898570 10 6		13D/A


1.	Name of Reporting Persons Patricia Nakache
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
3.	SEC USE ONLY
4.	Source of Funds (see instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0 shares of Common Stock
		8.	Shared Voting Power 5,341,158 shares of Common Stock (2)
		9.	Sole Dispositive Power 0 shares of Common Stock
		10.	Shared Dispositive Power 5,341,158 shares of Common Stock (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,341,158 shares of Common Stock
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨
13.	Percent of Class Represented by Amount in Row 11 15.2% (3)
14.	Type of Reporting Person (see instructions) IN

(1)	This Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D/A.

(2)

(3)	This percentage is calculated based upon 35,047,910 shares of the Common Stock outstanding (as of November 3, 2015) as set forth in Issuer’s Form 10-Q for the quarterly period ended September 30, 2015 filed with the SEC on November 12, 2015.


CUSIP No. 898570 10 6		13D/A


1.	Name of Reporting Persons Ajay Chopra
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
3.	SEC USE ONLY
4.	Source of Funds (see instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 8,977 shares of Common Stock (4)
		8.	Shared Voting Power 5,341,158 shares of Common Stock (2)
		9.	Sole Dispositive Power 8,977 shares of Common Stock (4)
		10.	Shared Dispositive Power 5,341,158 shares of Common Stock (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,350,135 shares of Common Stock
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨
13.	Percent of Class Represented by Amount in Row 11 15.2% (3)
14.	Type of Reporting Person (see instructions) IN

(1)	This Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D/A.

(2)

(3)	This percentage is calculated based upon 35,047,910 shares of the Common Stock outstanding (as of November 3, 2015) as set forth in Issuer’s Form 10-Q for the quarterly period ended September 30, 2015 filed with the SEC on November 12, 2015.

(4)	The shares are held by the Chopra/Banerjee Revocable Trust (the “Chopra Family Trust”). Mr. Chopra is a trustee of the Chopra Family Trust.


CUSIP No. 898570 10 6		13D/A


1.	Name of Reporting Persons Karan Mehandru
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
3.	SEC USE ONLY
4.	Source of Funds (see instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Canada
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 1,702 shares of Common Stock)(4)
		8.	Shared Voting Power 5,341,158 shares of Common Stock (2)
		9.	Sole Dispositive Power 1,702 shares of Common Stock (4)
		10.	Shared Dispositive Power 5,341,158 shares of Common Stock (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,342,860 shares of Common Stock
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨
13.	Percent of Class Represented by Amount in Row 11 15.2% (3)
14.	Type of Reporting Person (see instructions) IN

(1)	This Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D/A.

(2)

(3)	This percentage is calculated based upon 35,047,910 shares of the Common Stock outstanding (as of November 3, 2015) as set forth in Issuer’s Form 10-Q for the quarterly period ended September 30, 2015 filed with the SEC on November 12, 2015.

(4)	The shares are held by the Mehandru Nguyen Revocable Trust Dated October 30, 2015 (the “Mehandru Nguyen Trust”). Mr. Mehandru is a trustee of the Mehandru Nguyen Trust.


CUSIP No. 898570 10 6		13D/A


1.	Name of Reporting Persons Daniel Scholnick
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
3.	SEC USE ONLY
4.	Source of Funds (see instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 5,710 shares of Common Stock
		8.	Shared Voting Power 5,341,158 shares of Common Stock (2)
		9.	Sole Dispositive Power 5,710 shares of Common Stock
		10.	Shared Dispositive Power 5,341,158 shares of Common Stock (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,346,868 shares of Common Stock
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨
13.	Percent of Class Represented by Amount in Row 11 15.2% (3)
14.	Type of Reporting Person (see instructions) IN

(1)	This Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D/A.

(2)

(3)	This percentage is calculated based upon 35,047,910 shares of the Common Stock outstanding (as of November 3, 2015) as set forth in Issuer’s Form 10-Q for the quarterly period ended September 30, 2015 filed with the SEC on November 12, 2015.


CUSIP No. 898570 10 6		13D/A


1.	Name of Reporting Persons Nina C. Labatt
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
3.	SEC USE ONLY
4.	Source of Funds (see instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 5,341,158 shares of Common Stock (2)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 5,341,158 shares of Common Stock (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,341,158 shares of Common Stock
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨
13.	Percent of Class Represented by Amount in Row 11 15.2% (3)
14.	Type of Reporting Person (see instructions) IN

(1)	This Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D/A.

(2)

(3)	This percentage is calculated based upon 35,047,910 shares of the Common Stock outstanding (as of November 3, 2015) as set forth in Issuer’s Form 10-Q for the quarterly period ended September 30, 2015 filed with the SEC on November 12, 2015.

Explanatory Note

This Schedule 13D/A (this “Schedule 13D/A”) is being filed by the Reporting Persons (as defined below) to amend the Schedule 13D originally filed with the Securities and Exchange Commission on August 5, 2014 (the “Original Schedule 13D”) to report the sale of shares of Common Stock (as defined below) of TubeMogul, Inc. (the “Issuer”) by certain of the Reporting Persons. The Original Schedule 13D is hereby amended and supplemented as detailed below, and, except as specifically amended and supplemented hereby, the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Schedule 13D/A but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D.

Item 4. Purpose of Transaction

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On February 29, 2016, the Reporting Persons distributed in kind an aggregate of 296,731 shares of Common Stock held by the Reporting Persons on a pro rata basis to their respective partners and members. The distributions were effected pursuant to Rule 10b5-1 plans adopted on September 14, 2015.

Item 5. Interest in Securities of the Issuer

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

(a)-(b) The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this Schedule 13D/A is provided as of the date of this filing:


Reporting Persons	Shares Held Directly (1)		Sole Voting Power (1)		Shared Voting Power (2)		Sole Dispositive Power (1)		Shared Dispositive Power (2)		Beneficial Ownership		Percentage of Class (3)
Trinity X		5,260,499		0		5,341,158		0		5,341,158		5,341,158		15.2	%
Trinity EF X		50,870		0		5,341,158		0		5,341,158		5,341,158		15.2	%
Trinity SBS X		29,789		0		5,341,158		0		5,341,158		5,341,158		15.2	%
Trinity TVL X (2)		0		0		5,341,158		0		5,341,158		5,341,158		15.2	%
TVL Management (2)		2,418		2,418		5,341,158		2,418		5,341,158		5,343,576		15.2	%
Orr (2)		7,730		7,730		5,341,158		7,730		5,341,158		5,348,888		15.2	%
Fenton (2)		6,640		6,640		5,341,158		6,640		5,341,158		5,347,798		15.2	%
Tai (2)		10,215		10,215		5,341,158		10,215		5,341,158		5,351,373		15.2	%
Wang (2)		9,341		9,341		5,341,158		9,341		5,341,158		5,350,499		15.2	%
Nakache (2)		0		0		5,341,158		—		5,341,158		5,341,158		15.2	%
Chopra (2)		8,977		8,977		5,341,158		8,977		5,341,158		5,350,135		15.2	%
Mehandru (2)		1,702		1,702		5,341,158		1,702		5,341,158		5,342,860		15.2	%
Scholnick (2)		5,710		5,710		5,341,158		5,710		5,341,158		5,346,868		15.2	%
Labatt (2)		0		0		5,341,158		0		5,341,158		5,341,158		15.2	%

(1)	Represents the number of shares of Common Stock held by the Reporting Persons.

(2)

Trinity TVL X is the general partner of Trinity X, Trinity EF X and Trinity SBS X and has sole voting and investment power with respect to the shares held by Trinity X, Trinity EF X and Trinity SBS X. Orr, Fenton, Tai, Wang, Nakache, Chopra, Mehandru, Scholnick, Labatt and TVL Management are management members of Trinity TVL X and may be deemed to share voting and investment power over the shares owned by Trinity X, Trinity EF X and Trinity SBS X. Trinity TVL X owns no securities of the Issuer directly.

(3)	This percentage is calculated based upon 35,047,910 shares of the Common Stock outstanding (as of November 3, 2015) as set forth in Issuer’s Form 10-Q for the quarterly period ended September 30, 2015 filed with the SEC on November 12, 2015.

(c) On February 29, 2016, the Reporting Persons distributed in kind, pursuant to plans adopted under Rule 10b5-1, the following shares of Common Stock on a pro rata basis to their respective partners and members:


Reporting Persons	Number of Shares Distributed
Trinity X		292,250
Trinity EF X		2,826
Trinity SBS X		1,655
Total:		296,731

By virtue of the foregoing distributions, the following Reporting Persons received an aggregate of 4,307 shares of Common Stock:


Reporting Persons	Number of Shares Distributed
Orr		682
Fenton		633
Tai		796
Wang		647
Nakache		522
Chopra		577
Mehandru		78
Scholnick		262
TVL Management Corporation		110
Total:		4,307

On March 1, 2016, Nakache sold the 522 shares received in the distribution at a weighted average price per share of $12.95. Except as set forth above, none of the Reporting Persons has effected any transactions in the Common Stock during the past 60 days. This sale was effected pursuant to a Rule 10b5-1 plan adopted by Nakache on September 14, 2015.

(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock beneficially owned by the Reporting Persons.

(e) Not applicable.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 3, 2016

TRINITY TVL X, LLC


By:		/s/ Nina C. Labatt
		Nina C. Labatt, Management Member

TRINITY VENTURES X, L.P.
By its General Partner, Trinity TVL X, LLC

By:		/s/ Nina C. Labatt
		Nina C. Labatt, Management Member

TRINITY X ENTREPRENEURS’ FUND, L.P.
By its General Partner, Trinity TVL X, LLC

By:		/s/ Nina C. Labatt
		Nina C. Labatt, Management Member

TRINITY X SIDE-BY-SIDE FUND, L.P.
By its General Partner, Trinity TVL X, LLC

By:		/s/ Nina C. Labatt
		Nina C. Labatt, Management Member

TVL MANAGEMENT CORPORATION

By:		/s/ Nina C. Labatt
		Nina C. Labatt, its Chief Financial Officer

/s/ Lawrence K. Orr

Lawrence K. Orr

/s/ Noel J. Fenton

Noel J. Fenton

/s/ Augustus O. Tai

Augustus O. Tai

/s/ Fred Wang

Fred Wang

/s/ Patricia Nakache

Patricia Nakache

/s/ Ajay Chopra

Ajay Chopra

/s/ Karan Mehandru

Karan Mehandru

/s/ Daniel Scholnick

Daniel Scholnick

/s/ Nina C. Labatt

Nina C. Labatt

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact

constitute Federal criminal violations (See 18 U.S.C. 1001)