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^*

Canaan VII L P

(Last)

(First)

(Middle)

285 RIVERSIDE AVENUE

SUITE 250

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/26/2013

3. Issuer Name and Ticker or Trading Symbol
TREMOR VIDEO INC. [ TRMR ]

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

X	Director	X	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)

	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	165,323	I	See Footnote⁽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	⁽²⁾⁽³⁾	⁽⁴⁾	Common Stock	3,078,380	⁽²⁾⁽³⁾	I	See Footnote⁽¹⁾
Series B Preferred Stock	⁽²⁾⁽³⁾	⁽⁴⁾	Common Stock	1,678,288	⁽²⁾⁽³⁾	I	See Footnote⁽¹⁾
Series C Preferred Stock	⁽²⁾⁽³⁾	⁽⁴⁾	Common Stock	1,535,364	⁽²⁾⁽³⁾	I	See Footnote⁽¹⁾
Series D Preferred Stock	⁽²⁾⁽³⁾	⁽⁴⁾	Common Stock	859,001	⁽²⁾⁽³⁾	I	See Footnote⁽¹⁾
Series F Preferred Stock	⁽³⁾⁽⁵⁾	⁽⁴⁾	Common Stock	448,786	⁽³⁾⁽⁵⁾	I	See Footnote⁽¹⁾

1. Name and Address of Reporting Person^*

Canaan VII L P

(Last)

(First)

(Middle)

285 RIVERSIDE AVENUE

SUITE 250

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Canaan Partners VII LLC

(Last)

(First)

(Middle)

285 RIVERSIDE AVENUE

SUITE 250

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Shares held directly by Canaan VII L.P. (the "Canaan Fund"). Canaan Partners VII LLC ("Canaan VII" and together with the Canaan Fund, the "Canaan Entities") is the sole general partner of the Canaan Fund and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. Warren Lee, a member of Canaan VII, serves as the representative of the Canaan Entities on the Issuer's board of directors.

2. The shares will automatically convert on a one-for-one basis into shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering (as defined in the Issuer's Seventh Amended and Restated Certificate of Incorporation, as filed with the Delaware Secretary of State on June 13, 2013).

3. This security is convertible at any time into shares of the Issuer's Common Stock on a one-for-one basis at the Canaan Entities' election.

4. N/A.

5. The shares will automatically convert into shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering (as defined in the Issuer's Seventh Amended and Restate Certificate of Incorporation, as filed with the State of Delaware on June 13, 2013) at a ratio depending upon the Issuer's initial public offering price.

Remarks:

Exhibit 99.1 - Joint Filer Information

	Canaan VII L.P. By: Canaan Partners VII LLC its General Partner /s/ Jaime Slocum Attorney-in-Fact Canaan Partners VII LLC By: /s/ Jaime Slocum Attorney-in-Fact	06/26/2013
	Jaime Slocum, Attorney-in-Fact	06/26/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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