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^*

Khosla Ventures II, L.P.

(Last)

(First)

(Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/06/2013

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

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

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	1,279,102	I	See Footnote⁽¹⁾
Common Stock	314,152	I	See Footnote⁽²⁾
Common Stock	20,895	I	See Footnote⁽³⁾

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-1 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	2,342,681	$0	I	See Footnote⁽¹⁾
Series A-1 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	20,833	$0	I	See Footnote⁽²⁾
Series A-1 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	38,269	$0	I	See Footnote⁽³⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	8,025	$0	I	See Footnote⁽¹⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	131	$0	I	See Footnote⁽³⁾
Series C Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	347,134	$0	I	See Footnote⁽⁷⁾
Series C Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	173,567	$0	I	See Footnote⁽⁸⁾
Series D Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	690,328	$0	I	See Footnote⁽²⁾

1. Name and Address of Reporting Person^*

Khosla Ventures II, L.P.

(Last)

(First)

(Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK

94025

(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^*

Khosla Ventures Associates II, LLC

(Last)

(First)

(Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK

94025

(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^*

Khosla Ventures III, L.P.

(Last)

(First)

(Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK

94025

(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^*

Khosla Ventures Associates III, LLC

(Last)

(First)

(Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK

94025

(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^*

Khosla Ventures Seed, L.P.

(Last)

(First)

(Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK

94025

(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^*

Khosla Ventures Seed Associates, LLC

(Last)

(First)

(Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK

94025

(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^*

Khosla Ventures Seed Side Fund, L.P.

(Last)

(First)

(Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK

94025

(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^*

Khosla Ventures Seed Side Fund Associates, LLC

(Last)

(First)

(Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK

94025

(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^*

VK Services, LLC

(Last)

(First)

(Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK

94025

(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^*

KHOSLA VINOD

(Last)

(First)

(Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK

94025

(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. Consists of securities held of record by Khosla Ventures II, L.P. ("KV II") and securities that were originally purchased by KV II and then distributed by KV II to Khosla Ventures Associates II, LLC ("KVA II"), the general partner of KV II, which in turn distributed such securities to members and affiliates of members of KVA II (the "Distributed Securities"). KVA II continues to possess voting and investment control over the Distributed Securities. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the manager of KVA II. Each of KVA II, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such shares, and each of KVA II, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such shares. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

2. Consists of securities held of record by Khosla Ventures III, L.P. ("KV III"), of which Khosla Ventures Associates III, LLC ("KVA III") is the general partner. Vinod Khosla is the managing member of VK Services, which is the manager of KVA III. Each of KVA III, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such shares, and each of KVA III, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such shares. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

3. Consists of Distributed Securities held of record by VK Services. Vinod Khosla is the managing member of VK Services. Each of KVA II, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such shares, and each of KVA II, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such shares. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

4. Each share of Series A-1 Preferred Stock is convertible into 0.1667 shares of Common Stock at any time and has no expiration date. Each share of Series A-1 Preferred Stock will automatically convert into 0.1667 shares of Common Stock upon the consummation of the Issuer's initial public offering.

5. Each share of Series B Preferred Stock is convertible into 0.1787 shares of Common Stock at any time and has no expiration date. Each share of Series B Preferred Stock will automatically convert into 0.1787 shares of Common Stock upon the consummation of the Issuer's initial public offering.

6. Each share of Series C Preferred Stock is convertible into 0.1667 shares of Common Stock at any time and has no expiration date. Each share of Series C Preferred Stock will automatically convert into 0.1667 shares of Common Stock upon the consummation of the Issuer's initial public offering.

7. Consists of securities held of record by Khosla Ventures Seed, L.P. ("KV Seed"), of which Khosla Ventures Seed Associates, LLC ("KVSA") is the general partner. Vinod Khosla is the managing member of VK Services, which is the manager of KVSA. Each of KV Seed, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such shares, and each of KVSA, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such shares. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

8. Consists of securities held of record by Khosla Ventures Seed Side Fund, L.P. ("KV SSF"), of which Khosla Ventures Seed Side Fund Associates, LLC ("KVSFA") is the general partner. Vinod Khosla is the managing member of VK Services, which is the manager of KVSFA. Each of KV SSF, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such shares, and each of KVSFA, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such shares. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

9. Each share of Series D Preferred Stock is convertible into 0.1672 shares of Common Stock at any time and has no expiration date. Each share of Series D Preferred Stock will automatically convert into 0.1672 shares of Common Stock upon the consummation of the Issuer's initial public offering.

	/s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates II, LLC, in its capacity as general partner of Khosla Ventures II, L.P.	08/06/2013
	/s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates II, LLC	08/06/2013
	/s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates III, LLC, in its capacity as general partner of Khosla Ventures III, L.P.	08/06/2013
	/s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates III, LLC	08/06/2013
	/s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Seed Associates, LLC, in its capacity as general partner of Khosla Ventures Seed, L.P.	08/06/2013
	/s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Seed Associates, LLC	08/06/2013
	/s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Seed Side Fund Associates, LLC, in its capacity as a general partner of Khosla Ventures Seed Side Fund, L.P.	08/06/2013
	/s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Seed Side Fund Associates, LLC	08/06/2013
	/s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC	08/06/2013
	/s/ Kimberly Totah, as attorney in fact for Vinod Khosla	08/06/2013
	** 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 5 (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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