0001564590-16-012766.txt : 20160216 0001564590-16-012766.hdr.sgml : 20160215 20160216160058 ACCESSION NUMBER: 0001564590-16-012766 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160216 DATE AS OF CHANGE: 20160216 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88262 FILM NUMBER: 161427762 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: Hughes John E CENTRAL INDEX KEY: 0001612858 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: C/O TUBEMOGUL, INC. STREET 2: 1250 53RD STREET, SUITE 1 CITY: EMERYVILLE STATE: CA ZIP: 94608 SC 13G/A 1 tube-sc13ga_20151231.htm SC 13G/A tube-sc13ga_20151231.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

TUBEMOGUL, INC.

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE PER SHARE

(Title of Class of Securities)

898570106

(CUSIP Number)

December 31, 2015

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*

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 the disclosures provided in a prior cover page.

The information required in 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.  898570106

 

 

 

 

(1)

Names of reporting persons

John E. Hughes

 

(2)

Check the appropriate box if a member of a group (see instructions)

 

(a)  ☐        (b)  ☐

(3)

SEC use only

 

 

(4)

Citizenship or place of organization

United States

 

Number of

(5)

Sole voting power

397,099

 

shares

beneficially

owned by

(6)

Shared voting power

1,310,752

each

reporting

person

(7)

Sole dispositive power

397,099

With:

(8)

Shared dispositive power

1,310,752

 

(9)

Aggregate amount beneficially owned by each reporting person

1,707,851

 

(10)

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

☐

(11)

Percent of class represented by amount in Row (9)

4.8%

 

(12)

Type of reporting person (see instructions)

IN

 

 

 

 

 

 

Item 1.

 

 

(a)

 

 

Name of Issuer:  TubeMogul, Inc.

 

(b)

 

Address of Issuer’s Principal Executive Offices:  1250 53rd Street, Suite 2, Emeryville, CA 94608

 

 

 

 

Item 2.

 

 

(a)

 

 

Name of Person Filing:  John E. Hughes

 

(b)

 

Address of Principal Business Office or, if none, Residence:  1250 53rd Street, Suite 2, Emeryville, CA 94608

 

(c)

 

Place of Organization or Citizenship:  United States

 

(d)

 

Title of Class of Securities:  Common Stock, $0.001 par value per share

 

(e)

 

CUSIP Number:  898570106

 

 

 

 

Item 3.

 

Not applicable.

 

 

 

 

Item 4.

Ownership:

 

(a)

 

Amount beneficially owned as of December 31, 2015:  1,707,851*

 

 

 

* Consists of (i)  4,020 shares held by Mr. Hughes, (ii) 144,724 shares held of record by the John E. Hughes Grantor Retained Annuity Trust u/a/d April 16, 2014 for which Mr. Hughes serves as trustee, (iii) 1,310,752 shares held of record by the John Edward Hughes and Jeanne Marie Nilsen Hughes Living Trust u/a/d July 27, 2013 for which Mr. Hughes serves as trustee and (iv) 248,355 shares subject to options exercisable within 60 days of December 31, 2015.

 

(b)

 

Percent of class:  4.8%

 

 

 

The percentage is calculated based on 35,343,643 outstanding shares as of December 31, 2015, plus an additional 248,355 shares to reflect the shares shown in Item 4(a)(iv). 

 

(c)

 

Number of shares as to which such person has:

 

 

(i)

Sole power to vote or to direct the vote:   

397,099

 

 

(ii)

Shared power to vote or to direct the vote:    

1,310,752

 

 

(iii) 

Sole power to dispose or to direct the disposition of: 

397,099

 

 

(iv)

Shared power to dispose or to direct the disposition of:  

1,310,752

 

 

 

 

Item 5.

Ownership of Five Percent or Less of a Class:

 

If this statement is being filed to report the fact that as of the date hereof, the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x

 

 

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

 

Not applicable.

 

 

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

 

Not applicable.

 

 

 

 

Item 8.

Identification and Classification of Members of the Group:

 

Not applicable.

 

 

 

 

Item 9.

Notice of Dissolution of Group:

 

Not applicable.

 

 

 

 

Item 10.

Certifications

 

Not applicable.

 

 

 

SIGNATURE

 

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: February 16, 2016

 

 

 

 

/s/ JOHN E. HUGHES

 

John E. Hughes