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^*

Deer VI & Co. LLC

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/28/2012

3. Issuer Name and Ticker or Trading Symbol
Millennial Media Inc. [ MM ]

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

X	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)

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 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,926,830	⁽¹⁾	I	By Funds⁽²⁾⁽³⁾
Series A-2 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	4,724,110	⁽¹⁾	I	By Funds⁽²⁾⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,537,370	⁽¹⁾	I	By Funds⁽²⁾⁽⁵⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	896,636	⁽¹⁾	I	By Funds⁽²⁾⁽⁶⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,415,285	⁽¹⁾	I	By Funds⁽²⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

Deer VI & Co. LLC

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Bessemer Venture Partners Co-Investment L.P.

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Bessemer Venture Partners VI Institutional L.P.

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Bessemer Venture Partners VI L.P.

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each share of convertible preferred stock is convertible, at anytime, at the holder's election, into common stock on a one-for-one basis. In addition, effective upon the closing of the issuer's initial public offering of its common stock, each share of convertible preferred stock will automatically convert into one share of common stock. The convertible preferred stock has no expiration date.

2. Deer VI & Co LLC ("Deer VI") is the general partner of Bessemer Venture Partners VI L.P. ("BVP VI"), Bessemer Venture Partners Co-Investment L.P. ("BVP Co-Investment") and Bessemer Venture Partners VI Institutional L.P. ("BVP Institutional", and together with BVP VI and BVP Co-Investment, the "Funds"). The Funds, together with Deer VI, are the "Bessemer Entities." Deer VI disclaims beneficial ownership of the securities owned directly by the Funds, and this report shall not be deemed as admission that Deer VI is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any, by virtue of its general partner interests in the Funds. Robert Goodman, an executive manager of Deer VI, serves as the representative of the Bessemer Entities on the issuer's board of directors.

3. BVP VI owns 2,162,195 shares. BVP Co-Investment owns 728,050 shares. BVP Institutional owns 36,585 shares.

4. BVP VI owns 3,489,935 shares. BVP Co-Investment owns 1,175,125 shares. BVP Institutional owns 59,050 shares.

5. BVP VI owns 1,874,480 shares. BVP Co-Investment owns 631,175 shares. BVP Institutional owns 31,715 shares.

6. BVP VI owns 672,477 shares. BVP Co-Investment owns 224,159 shares.

7. BVP VI owns 1,811,464 shares. BVP Co-Investment owns 603,821 shares.

Remarks:

	/s/ J. Edmund Colloton, Executive Manager of Deer VI & Co. LLC	03/28/2012
	/s/ J. Edmund Colloton, as Executive Manager of Deer VI & Co. LLC, the General Partner of Bessemer Venture Partners Co-Investment L.P.	03/28/2012
	/s/ J. Edmund Colloton, as Executive Manager of Deer VI & Co. LLC, the General Partner of Bessemer Venture Partners VI Institutional L.P.	03/28/2012
	/s/ J. Edmund Colloton, as Executive Manager of Deer VI & Co. LLC, the General Partner of Bessemer Venture Partners VI L.P.	03/28/2012
	** 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).
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