0001209191-14-041070.txt : 20140624 0001209191-14-041070.hdr.sgml : 20140624 20140612193014 ACCESSION NUMBER: 0001209191-14-041070 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140605 FILED AS OF DATE: 20140612 DATE AS OF CHANGE: 20140612 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Millennial Media Inc. CENTRAL INDEX KEY: 0001372375 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2400 BOSTON STREET, SUITE 301 CITY: Baltimore STATE: MD ZIP: 21224 BUSINESS PHONE: (410) 552-8705 MAIL ADDRESS: STREET 1: 2400 BOSTON STREET, SUITE 301 CITY: Baltimore STATE: MD ZIP: 21224 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOODMAN ROBERT P CENTRAL INDEX KEY: 0001252022 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35478 FILM NUMBER: 14908372 MAIL ADDRESS: STREET 1: 1865 PALMER AVENUE STREET 2: SUITE 104 CITY: LARCHMONT STATE: NY ZIP: 10538 4/A 1 doc4a.xml FORM 4/A SUBMISSION X0306 4/A 2014-06-05 2014-06-09 0 0001372375 Millennial Media Inc. MM 0001252022 GOODMAN ROBERT P C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT NY 10538 1 0 0 0 Common Stock 2014-06-05 4 S 0 0 0.00 D 541499 D Common Stock 2014-06-06 4 S 0 0 0.00 D 541499 D Common Stock 2014-06-09 4 S 0 0 0.00 D 541499 D This form 4 is being filed to correctly state the number of shares in Item 5 of Table 1, which was incorrectly reported in the prior filing, submitted June 9, 2014. It also supplements footnotes 2, 5, and 6 to indicate the price range in which the reported transactions were effected, which was inadvertently omitted from the prior filing. On June 5, 2014, Bessemer Venture Partners VI, L.P. ("BVP VI") sold 70,312 shares of Common Stock of the Issuer (the "shares"), Bessemer Venture Partners Co-Investment LP ("BVP Co ") sold 28,451 shares, and Bessemer Venture Partners VI Institutional L.P. ("BVP Inst," and together with BVP VI and BVP Co-Investment, the "Funds") sold 1,237 shares at the weighted average sale price of $4.02310 (the "June 5 Fund Sales"). After the June 5 Fund Sales, BVP VI owned 5,378,914 shares, BVP Co-Investment owned 2,176,525 shares, and BVP Institutional owned 94,681 shares of Common Stock. These shares were sold in multiple transactions at prices ranging from $4.00 to $4.075. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Represents shares held directly by the reporting person as well as shares held by NB Group, LLC, and excludes shares held by the Funds. The reporting person is a managing member of NB Group, LLC and disclaims beneficial ownership of the securities held by NB Group, LLC, except to the extent of his pecuniary interest therein. 16,596 of these shares were received in distributions-in-kind effected on March 17, 2014 by BVP VI, BVP VI Inst, and BVP Co, which distributions were made in accordance with the exemption afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended. The reporting person is one of several executive managers and a member of Deer VI & Co. LLC ("Deer VI"), the general partner of each of the Funds, and disclaims beneficial ownership of the securities, except to the extent of his pecuniary interest therein, if any, by virtue of his interest in Deer VI and his indirect limited partnership interest in BVP Co-Investment. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities. On June 6, 2014, BVP VI sold 61,734 shares, BVP Co-Investment sold 24,980 shares and BVP Institutional sold 1,086 shares at the weighted average sale price of $4.20540 (the "June 6 Fund Sales"). After the June 6 Fund Sales, BVP VI owned 5,317,180 shares, BVP Co-Investment owned 2,151,545 shares, and BVP Institutional owned 93,595 shares of Common Stock. These shares were sold in multiple transactions at prices ranging from $4.195 to $4.225. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. On June 9, 2014, BVP VI sold 35,306 shares, BVP Co-Investment sold 14,286 shares and BVP Institutional sold 621 shares at the weighted average sale price of $ $4.21800 (the "June 9 Fund Sales"). After the June 9 Fund Sales, BVP VI owned 5,281,874 shares, BVP Co-Investment owned 2,137,259 shares, and BVP Institutional owned 92,974 shares of Common Stock. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.20 to $4.245. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote /s/ Robert P. Goodman 2014-06-09