0000921895-16-003253.txt : 20160211 0000921895-16-003253.hdr.sgml : 20160211 20160211090055 ACCESSION NUMBER: 0000921895-16-003253 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160211 DATE AS OF CHANGE: 20160211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: YuMe Inc CENTRAL INDEX KEY: 0001415624 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87912 FILM NUMBER: 161408252 BUSINESS ADDRESS: STREET 1: 1204 MIDDLEFIELD ROAD CITY: Redwood City STATE: CA ZIP: 94063 BUSINESS PHONE: 650-591-9400 MAIL ADDRESS: STREET 1: 1204 MIDDLEFIELD ROAD CITY: Redwood City STATE: CA ZIP: 94063 FORMER COMPANY: FORMER CONFORMED NAME: Yume Inc DATE OF NAME CHANGE: 20071018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VIEX Capital Advisors, LLC CENTRAL INDEX KEY: 0001619125 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-752-5750 MAIL ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Vertex Capital Advisors, LLC DATE OF NAME CHANGE: 20140910 SC 13D/A 1 sc13da410114014_02112016.htm AMENDMENT NO. 4 TO THE SCHEDULE 13D sc13da410114014_02112016.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 4)1

YuMe, Inc.
(Name of Issuer)

Common Stock, $.001 par value per share
(Title of Class of Securities)

98872B104
(CUSIP Number)
 
ERIC SINGER
VIEX CAPITAL ADVISORS, LLC
(f/k/a Vertex Capital Advisors, LLC)
825 Third Avenue, 33rd Floor
New York, New York 10022

STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 9, 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.


_______________
1              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. 98872B104
 
1
NAME OF REPORTING PERSON
 
VIEX Opportunities Fund, LP – Series One*
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX 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
 
2,591,733
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,591,733
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,591,733
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.5%
14
TYPE OF REPORTING PERSON
 
PN
___________
* On June 17, 2015, VIEX Opportunities Fund, LP (f/k/a Vertex Opportunities Fund, LP) became a series limited liability company and the Shares previously reported to be owned by it are now deemed to be owned by “VIEX Opportunities Fund, LP – Series One.”
 
2
 
CUSIP NO. 98872B104
 
1
NAME OF REPORTING PERSON
 
VIEX Opportunities Fund, LP – Series Two*
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX 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
 
561,269
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
561,269
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
561,269
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.6%
14
TYPE OF REPORTING PERSON
 
PN
___________
* This Series Two is part of a series of VIEX Opportunities Fund, LP (f/k/a Vertex Opportunities Fund, LP), a series limited partnership.
 
 
3
 
CUSIP NO. 98872B104
 
1
NAME OF REPORTING PERSON
 
VIEX Special Opportunities Fund II, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX 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
 
2,146,501
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,146,501
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,146,501
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.2%
14
TYPE OF REPORTING PERSON
 
PN

 
4
 
CUSIP NO. 98872B104
 
1
NAME OF REPORTING PERSON
 
VIEX GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX 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
 
3,153,002
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,153,002
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,153,002
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.2%
14
TYPE OF REPORTING PERSON
 
OO

 
5
 
CUSIP NO. 98872B104
 
1
NAME OF REPORTING PERSON
 
VIEX Special Opportunities GP II, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX 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
 
2,146,501
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,146,501
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,146,501
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.2%
14
TYPE OF REPORTING PERSON
 
OO

 
6
 
CUSIP NO. 98872B104
 
1
NAME OF REPORTING PERSON
 
VIEX Capital Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX 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
 
5,299,503
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
5,299,503
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,299,503
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
15.4%
14
TYPE OF REPORTING PERSON
 
IA

 
7
 
CUSIP NO. 98872B104
 
1
NAME OF REPORTING PERSON
 
Eric Singer
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
5,299,503
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
5,299,503
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,299,503
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
15.4%
14
TYPE OF REPORTING PERSON
 
IN

 
8
 
CUSIP NO. 98872B104
 
The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (the “Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by Series One were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 2,591,733 Shares beneficially owned by Series One is approximately $7,219,780, excluding brokerage commissions.
 
The Shares purchased by Series Two were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 561,269 Shares beneficially owned by Series Two is approximately $1,490,047, excluding brokerage commissions.
 
The Shares purchased by VSO II were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 2,146,501 Shares beneficially owned by VSO II is approximately $6,043,641, excluding brokerage commissions.
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5(a)-(c) are hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 34,429,402 Shares outstanding, which is the total number of Shares outstanding as of October 31, 2015 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 6, 2015.
 
A.
Series One
 
 
(a)
As of the close of business on February 10, 2016, Series One beneficially owned 2,591,733 Shares.
 
Percentage: Approximately 7.5%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 2,591,733
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 2,591,733

 
(c)
Series One has not entered into any transactions in the Shares since the filing of Amendment No. 3.
 
 
9
 
CUSIP NO. 98872B104
 
B.
Series Two
 
 
(a)
As of the close of business on February 10, 2016, Series Two beneficially owned 561,269 Shares.
 
Percentage: Approximately 1.6%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 561,269
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 561,269

 
(c)
Series Two has not entered into any transactions in the Shares since the filing of Amendment No. 3.
 
C.
VSO II
 
 
(a)
As of the close of business on February 10, 2016, VSO II beneficially owned 2,146,501 Shares.
 
Percentage: Approximately 6.2%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 2,146,501
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 2,146,501

 
(c)
The transactions in the Shares by VSO II since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.
 
D.
VIEX GP
 
 
(a)
VIEX GP, as the general partner of Series One and Series Two, may be deemed the beneficial owner of the (i) 2,591,733 shares owned by Series One and (ii) 561,269 shares owned by Series Two.
 
Percentage: Approximately 9.2%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 3,153,002
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 3,153,002

 
(c)
VIEX GP has not entered into any transactions in the Shares since the filing of Amendment No. 3.
 
E.
VSO GP II
 
 
(a)
VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the 2,146,501 shares owned by VSO II.
 
Percentage: Approximately 6.2%
 
 
10
 
CUSIP NO. 98872B104
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 2,146,501
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 2,146,501

 
(c)
VSO GP II has not entered into any transactions in the Shares since the filing of Amendment No. 3.  The transactions in the Shares on behalf of VSO II since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.
 
F.
VIEX Capital
 
 
(a)
VIEX Capital, as the investment manager of Series One, may be deemed the beneficial owner of the (i) 2,591,733 Shares owned by Series One, (ii) 561,269 Shares owned by Series Two and (iii) 2,146,501 owned by VSO II.
 
Percentage: Approximately 15.4%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 5,299,503
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 5,299,503

 
(c)
VIEX Capital has not entered into any transactions in the Shares since the filing of the Amendment No. 3.  The transactions in the Shares on behalf of VSO II since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.
 
G.
Eric Singer
 
 
(a)
Mr. Singer, as the managing member of VIEX GP and VIEX Capital, may be deemed the beneficial owner of the (i) 2,591,733 Shares owned by Series One, (ii) 561,269 Shares owned by Series Two and (iii) 2,146,501 owned by VSO II.
 
Percentage: Approximately 15.4%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 5,299,503
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 5,299,503

 
(c)
Mr. Singer has not entered into any transactions in the Shares since the filing of the Amendment No. 3.  The transactions in the Shares on behalf of VSO II since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.
 
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
 
 
11
 
CUSIP NO. 98872B104
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  February 11, 2016

 
VIEX Opportunities Fund, LP – Series One
   
 
By:
VIEX GP, LLC
General Partner
   
 
By:
/s/ Eric Singer
   
Name:
Eric Singer
   
Title:
Managing Member


 
VIEX Opportunities Fund, LP – Series Two
   
 
By:
VIEX GP, LLC
General Partner
   
 
By:
/s/ Eric Singer
   
Name:
Eric Singer
   
Title:
Managing Member


 
VIEX GP, LLC
   
 
By:
/s/ Eric Singer
   
Name:
Eric Singer
   
Title:
Managing Member


 
VIEX Special Opportunities Fund II, LP
   
 
By:
VIEX Special Opportunities GP II, LLC
General Partner
   
 
By:
/s/ Eric Singer
   
Name:
Eric Singer
   
Title:
Managing Member


 
VIEX Special Opportunities GP II, LLC
   
 
By:
/s/ Eric Singer
   
Name:
Eric Singer
   
Title:
Managing Member

 
12
 
CUSIP NO. 98872B104

 
VIEX Capital Advisors, LLC
   
 
By:
/s/ Eric Singer
   
Name:
Eric Singer
   
Title:
Managing Member

 
/s/ Eric Singer
 
Eric Singer
 
 
 
13
 
CUSIP NO. 98872B104
 
SCHEDULE A
 
Transactions in the Shares Since the Filing of Amendment No. 3
 

Nature of the Transaction
Securities
Purchased/(Sold)
Price Per
Share($)
Date of
Purchase / Sale


VIEX SPECIAL OPPORTUNITIES FUND II, LP


Purchase of Common Stock
42,924
3.0078
01/08/2016
Purchase of Common Stock
20,772
3.0821
01/11/2016
Purchase of Common Stock
3,800
3.0684
01/12/2016
Purchase of Common Stock
16,467
3.0800
01/13/2016
Purchase of Common Stock
20,300
3.0699
01/15/2016
Purchase of Common Stock
51,300
3.1008
01/19/2016
Purchase of Common Stock
34,300
3.0299
01/20/2016
Purchase of Common Stock
116,500
3.0219
02/08/2016
Purchase of Common Stock
99,900
2.9277
02/09/2016