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^*

Tai Augustus O

(Last)

(First)

(Middle)

2480 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MaxPoint Interactive, Inc. [ MXPT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2015

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	03/11/2015		C		6,055,851	A	⁽¹⁾	6,055,851	I	By Trinity Ventures X, L.P.⁽²⁾⁽³⁾
Common Stock	03/11/2015		C		34,718	A	⁽¹⁾	34,718	I	By Trinity X Side-By-Side Fund, L.P.⁽²⁾⁽³⁾
Common Stock	03/11/2015		C		59,006	A	⁽¹⁾	59,006	I	By Trinity X Entrepreneurs' Fund, L.P.⁽²⁾⁽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 B Convertible Preferred Stock	⁽¹⁾	03/11/2015		C			3,489,221	⁽¹⁾	⁽¹⁾	Common Stock	3,489,221	⁽¹⁾	0	I	By Trinity Ventures X, L.P.⁽²⁾⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	03/11/2015		C			20,908	⁽¹⁾	⁽¹⁾	Common Stock	20,908	⁽¹⁾	0	I	By Trinity X Side-By-Side Fund, L.P.⁽²⁾⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	03/11/2015		C			33,666	⁽¹⁾	⁽¹⁾	Common Stock	33,666	⁽¹⁾	0	I	By Trinity X Entrepreneurs' Fund, L.P.⁽²⁾⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾	03/11/2015		C			1,597,460	⁽¹⁾	⁽¹⁾	Common Stock	1,597,460	⁽¹⁾	0	I	By Trinity Ventures X, L.P.⁽²⁾⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾	03/11/2015		C			8,596	⁽¹⁾	⁽¹⁾	Common Stock	8,596	⁽¹⁾	0	I	By Trinity X Side-By-Side Fund, L.P.⁽²⁾⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾	03/11/2015		C			15,895	⁽¹⁾	⁽¹⁾	Common Stock	15,895	⁽¹⁾	0	I	By Trinity X Entrepreneurs' Fund, L.P.⁽²⁾⁽³⁾
Series D Convertible Preferred Stock	⁽¹⁾	03/11/2015		C			969,170	⁽¹⁾	⁽¹⁾	Common Stock	969,170	⁽¹⁾	0	I	By Trinity Ventures X, L.P.⁽²⁾⁽³⁾
Series D Convertible Preferred Stock	⁽¹⁾	03/11/2015		C			5,214	⁽¹⁾	⁽¹⁾	Common Stock	5,214	⁽¹⁾	0	I	By Trinity X Side-By-Side Fund, L.P.⁽²⁾⁽³⁾
Series D Convertible Preferred Stock	⁽¹⁾	03/11/2015		C			9,445	⁽¹⁾	⁽¹⁾	Common Stock	9,445	⁽¹⁾	0	I	By Trinity X Entrepreneurs' Fund, L.P.⁽²⁾⁽³⁾

Explanation of Responses:

1. Each share of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock automatically converted into one share of Issuer's Common Stock for no additional consideration immediately prior to the completion of the Issuer's initial public offering. The exercisability date and expiration date are not relevant to the conversion of these securities.

2. Trinity TVL X, LLC ("Trinity TVL X") serves as the sole general partner of Trinity Ventures X, L.P. ("Trinity X"), Trinity X Side-By-Side Fund, L.P. ("Trinity X SBS") and Trinity X Entrepreneurs' Fund, L.P. ("Trinity X EF"). As such, Trinity TVL X possesses sole voting and investment control over the shares owned by Trinity X, Trinity X SBS and Trinity X EF, and may be deemed to have indirect beneficial ownership of the securities held by Trinity X, Trinity X SBS and Trinity X EF. Trinity TVL X and TVL Management Corporation own no shares of the Issuer directly.

3. The Reporting Person is a Management Member of Trinity TVL X and is an Owner of TVL Management Corporation, and may be deemed to share voting and investment power over the shares owned by Trinity X, Trinity X SBS and Trinity X EF. The Reporting Person disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Augustus O. Tai	03/11/2015
	** 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).
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