0001612849-16-000042.txt : 20161222 0001612849-16-000042.hdr.sgml : 20161222 20161222113024 ACCESSION NUMBER: 0001612849-16-000042 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161219 FILED AS OF DATE: 20161222 DATE AS OF CHANGE: 20161222 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TUBEMOGUL INC CENTRAL INDEX KEY: 0001449278 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 510633881 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1250 53RD STREET, SUITE 6 CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 510-653-0677 MAIL ADDRESS: STREET 1: 1250 53RD STREET, SUITE 6 CITY: EMERYVILLE STATE: CA ZIP: 94608 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wilson Brett CENTRAL INDEX KEY: 0001612849 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36543 FILM NUMBER: 162065586 MAIL ADDRESS: STREET 1: C/O TUBEMOGUL, INC. STREET 2: 1250 53RD STREET, SUITE 1 CITY: EMERYVILLE STATE: CA ZIP: 94608 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2016-12-19 1 0001449278 TUBEMOGUL INC TUBE 0001612849 Wilson Brett 1250 53RD STREET, SUITE 2 EMERYVILLE CA 94608 1 1 0 0 President, CEO & Director Common Stock 2016-12-19 4 U 0 1159485 14.00 D 0 D Common Stock 2016-12-19 4 U 0 18500 14.00 D 0 I by Child A Common Stock 2016-12-19 4 U 0 18500 14.00 D 0 I by Child B Common Stock 2016-12-19 4 U 0 18500 14.00 D 0 I by Child C Common Stock 2016-12-19 4 U 0 250 14.00 D 0 I by Niece Common Stock 2016-12-19 4 U 0 250 14.00 D 0 I by Nephew Common Stock 2016-12-19 4 D 0 108696 0 D 0 D Employee Stock Option (right to buy) .20 2016-12-19 4 D 0 50000 0 D 2020-02-18 Common Stock 50000 0 D Employee Stock Option (right to buy) .60 2016-12-19 4 D 0 250000 0 D 2020-12-09 Common Stock 250000 0 D Employee Stock Option (right to buy) 2.76 2016-12-19 4 D 0 215252 0 D 2023-11-11 Common Stock 215252 0 D Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated November 10, 2016, by and among Issuer, Adobe Systems Incorporated, a Delaware corporation ("Adobe") and Tiger Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Adobe, at the Effective Time (as defined in the Merger Agreement), Issuer RSU award assumed by Adobe will be replaced by an Adobe RSU award at the applicable exchange rate. The Adobe RSU award will retain the same vesting schedule as the original Issuer RSU award, subject to the Reporting Person's continued service to Adobe. Option is fully vested and immediately exercisable. Pursuant to the terms of the Merger Agreement, at the Effective Time each outstanding and exercisable option to purchase shares of common stock of Issuer was canceled and converted into the right to receive an amount (subject to any applicable withholding tax) in cash equal to: (A) $14.00 per share minus (B) the exercise price per share of common stock of Issuer. Pursuant to the terms of the Merger Agreement at the Effective Time, each outstanding and exercisable option to purchase shares of common stock of Issuer was canceled and converted into the right to receive an amount (subject to any applicable withholding tax) in cash equal to: (A) $14.00 per share minus (B) the exercise price per share of common stock of Issuer. The unvested portion of the option award was canceled and converted into the right to receive an Adobe stock option award at the applicable exchange rate. The Adobe stock option award will retain the same vesting schedule as the original Issuer stock option award, subject to the Reporting Person's continued service to Adobe. Eric Deeds, Attorney-in-Fact 2016-12-21