X0306 4/A 2019-06-10 2019-06-12 0 0001375796 Telaria, Inc. TLRA 0001411765 Caine Paul C/O TELARIA, INC. 222 BROADWAY, FLOOR 16 NEW YORK NY 10038 1 1 0 0 Executive Chairman Common Stock 2019-06-10 4 M 0 17564 A 167694 D Common Stock 2019-06-10 4 F 0 5961 7.26 D 161733 D Restricted Stock Unit 2019-06-10 4 M 0 17564 0.00 D Common Stock 17564 0 D Restricted Stock Unit 2019-06-10 4 A 0 10330 0.00 A Common Stock 10330 10330 D The restricted stock unit granted to the Reporting Person on June 1, 2018 vested on June 10, 2019, the date of the Issuer's 2019 Annual Meeting of Stockholders, at which time it automatically converted into the same number of shares of common stock. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. The restricted stock units vest in full on the date of the Issuer's 2020 Annual Meeting of Stockholders, subject to such director's continued service on the Board of Directors as of such date. This Form 4/A to the Form 4 filed with the Securities and Exchange Commission on June 12, 2019 is being amended and restated in its entirety to include an additional line in Table I herein to report the withholding by the Issuer of 5,961 shares of Common Stock to cover the Reporting Person's tax liability in connection with the vesting and settlement of the previously reported restricted stock units restated in this Form 4/A. /s/Aaron Saltz, Attorney-in-Fact 2019-07-19