SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Evans Katie Seitz

(Last) (First) (Middle)
C/O TELARIA, INC.
222 BROADWAY, 16TH FLOOR

(Street)
NEW YORK NY 10038

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Telaria, Inc. [ TLRA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/01/2020 D 215,407 D (1) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $1.11 04/01/2020 D 488 (2) 06/24/2020 Common Stock 488 $0.00 0 D
Stock Option (Right to Buy) $4.28 04/01/2020 D 1,333 (2) 02/03/2021 Common Stock 1,333 $0.00 0 D
Stock Option (Right to Buy) $4.28 04/01/2020 D 1,333 (2) 06/08/2021 Common Stock 1,333 $0.00 0 D
Stock Option (Right to Buy) $5.01 04/01/2020 D 2,666 (2) 07/26/2022 Common Stock 2,666 $0.00 0 D
Stock Opton (Right to Buy) $5.01 04/01/2020 D 2,666 (2) 07/19/2022 Common Stock 2,666 $0.00 0 D
Stock Option (Right to Buy) $5.9 04/01/2020 D 6,666 (2) 03/05/2023 Common Stock 6,666 $0.00 0 D
Stock Option (Right to Buy) $8.37 04/01/2020 D 5,000 (2) 07/31/2023 Common Stock 5,000 $0.00 0 D
Stock Option (Right to Buy) $4.27 04/01/2020 D 21,231 (2) 12/05/2023 Common Stock 21,231 $0.00 0 D
Stock Option (Right to Buy) $3.9 04/01/2020 D 51,883 (2) 02/27/2028 Common Stock 51,883 $0.00 0 D
Stock Option (Right to Buy) $5.58 04/01/2020 D 31,004 (2) 02/28/2029 Common Stock 31,004 $0.00 0 D
Restricted Stock Unit(3) $0.00 04/01/2020 D 12,500 (4) (4) Common Stock 12,500 $0.00 0 D
Restricted Stock Unit(3) $0.00 04/01/2020 D 31,250 (4) (4) Common Stock 31,250 $0.00 0 D
Restricted Stock Unit(3) $0.00 04/01/2020 D 12,820 (4) (4) Common Stock 12,820 $0.00 0 D
Restricted Stock Unit(3) $0.00 04/01/2020 D 34,722 (4) (4) Common Stock 34,722 $0.00 0 D
Explanation of Responses:
1. On April 1, 2020, the effective date (the "Effective Date") of the merger between the Issuer and The Rubicon Project, Inc. ("Rubicon"), each share of Issuer common stock was exchanged for 1.082 shares of Rubicon common stock.
2. These options were assumed by Rubicon pursuant to the merger agreement on the Effective Date with the same vesting and other terms at the rate of 1.082 Rubicon options for each Issuer option, rounded down to the nearest whole share, and with an exercise price per share of each Rubicon option equal to the exercise price herein divided by 1.082, rounded up to the nearest cent.
3. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
4. On the Effective Date, pursuant to the merger agreement, restricted stock units were assumed by Rubicon, with the same vesting and other terms, at an exchange ratio of 1.082 Rubicon restricted stock units for each Issuer restricted stock unit reported herein, rounded down to the nearest whole share.
Remarks:
/s/Aaron Saltz, Attorney-in-Fact 04/03/2020
** 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 4 (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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