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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

DAG Ventures Management III, LLC

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
YuMe Inc [ YUME ]

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)
08/12/2013

4. 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 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	08/12/2013		C		2,584,440	A	⁽¹⁾⁽²⁾	2,939,063	I	By DAG Ventures III - QP, L.P.⁽³⁾
Common Stock	08/12/2013		C		243,112	A	⁽¹⁾⁽²⁾	276,469	I	By DAG Ventures III, L.P.⁽³⁾
Common Stock	08/12/2013		C		2,624	A	⁽¹⁾⁽²⁾	2,973	I	By DAG Ventures GP Fund III, LLC⁽³⁾

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)
Series A-1 Preferred Stock	⁽¹⁾	08/08/2013		C			228,301	⁽⁴⁾	⁽⁵⁾	Common Stock	38,050	$0	0	I	By DAG Ventures III - QP, L.P.⁽³⁾
Series B Preferred Stock	⁽²⁾	08/08/2013		C			8,337,837	⁽⁴⁾	⁽⁵⁾	Common Stock	1,489,725	$0	0	I	By DAG Ventures III - QP, L.P.⁽³⁾
Series C Preferred Stock	⁽¹⁾	08/08/2013		C			6,339,991	⁽⁴⁾	⁽⁵⁾	Common Stock	1,056,665	$0	0	I	By DAG Ventures III - QP, L.P.⁽³⁾
Series A-1 Preferred Stock	⁽¹⁾	08/08/2013		C			21,475	⁽⁴⁾	⁽⁵⁾	Common Stock	3,579	$0	0	I	By DAG Ventures III, L.P.⁽³⁾
Series B Preferred Stock	⁽²⁾	08/08/2013		C			784,332	⁽⁴⁾	⁽⁵⁾	Common Stock	140,137	$0	0	I	By DAG Ventures III, L.P.⁽³⁾
Series C Preferred Stock	⁽¹⁾	08/08/2013		C			596,377	⁽⁴⁾	⁽⁵⁾	Common Stock	99,396	$0	0	I	By DAG Ventures III, L.P.⁽³⁾
Series A-1 Preferred Stock	⁽¹⁾	08/08/2013		C			224	⁽⁴⁾	⁽⁵⁾	Common Stock	37	$0	0	I	By DAG Ventures GP Fund III, LLC⁽³⁾
Series B Preferred Stock	⁽²⁾	08/08/2013		C			8,583	⁽⁴⁾	⁽⁵⁾	Common Stock	1,533	$0	0	I	By DAG Ventures GP Fund III, LLC⁽³⁾
Series C Preferred Stock	⁽¹⁾	08/08/2013		C			6,324	⁽⁴⁾	⁽⁵⁾	Common Stock	1,054	$0	0	I	By DAG Ventures GP Fund III, LLC⁽³⁾

1. Name and Address of Reporting Person^*

DAG Ventures Management III, LLC

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DAG VENTURES III-QP LP

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DAG Ventures III, L.P.

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DAG Ventures GP Fund III, LLC

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Cadeddu John J.

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Goodrich R. Thomas

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

(Street)

PALO ALTO

94301

(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. Each share of Series A-1 and Series C Convertible Preferred Stock converted into 0.1666666667 shares of the Issuer's common stock upon completion of the Issuer's initial public offering, and had no expiration date. This conversion ratio reflects an adjustment following a 1-for-6 reverse stock split effected by the Issuer on July 24, 2013. All shares of common stock (including fractions thereof) issued upon conversion were aggregated for each stockholder. No fractional share was issued upon the conversion of any share or shares of Preferred Stock.

2. Each share of Series B Convertible Preferred Stock converted into 0.1786704776 shares of the Issuer's common stock upon completion of the Issuer's initial public offering, and has no expiration date. This conversion ratio reflects an adjustment following a 1-for-6 reverse stock split effected by the Issuer on July 24, 2013. All shares of common stock (including fractions thereof) issued upon conversion were aggregated for each stockholder. No fractional share was issued upon the conversion of any share or shares of Preferred Stock.

3. DAG Ventures Management III, LLC ("DAG Management III") serves as the sole General Partner of DAG Ventures III-QP, L.P. ("DAG III-QP") and DAG Ventures III, L.P. ("DAG III") and serves as the sole Manager of DAG Ventures GP Fund III, LLC ("DAG GP III"). As such, DAG Management III possesses sole voting and investment control over the securities owned by DAG III-QP, DAG III and DAG GP III, and may be deemed to have indirect beneficial ownership of the securities held by DAG III-QP, DAG III and DAG GP III. DAG Management III, however, owns no securities of the Issuer directly. Messrs. Cadeddu and Goodrich are Managing Directors of DAG Management III and share voting and dispositive power over the shares held by DAG III-QP, DAG III and DAG GP III. Each Reporting Person disclaims beneficial ownership of the shares held by DAG III-QP, DAG III and DAG GP III except to the extent of his or its proportionate pecuniary interest therein.

4. The shares are immediately convertible.

5. The shares do not have an expiration date.

	/s/ John J. Cadeddu, Managing Director of DAG Ventures Management III, LLC	08/14/2013
	/s/ John J. Cadeddu, Managing Director of DAG Ventures Management III, LLC, which serves as the sole General Partner to DAG Ventures III-QP, L.P.	08/14/2013
	/s/ John J. Cadeddu, Managing Director of DAG Ventures Management III, LLC, which serves as the sole General Partner to DAG Ventures III, L.P.	08/14/2013
	/s/ John J. Cadeddu, Managing Director of DAG Ventures Management III, LLC, which serves as the sole Manager of DAG Ventures GP Fund III, LLC	08/14/2013
	/s/ John J. Cadeddu	08/14/2013
	/s/ R. Thomas Goodrich	08/14/2013
	** 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).
** 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.