0001612956-16-000009.txt : 20161222 0001612956-16-000009.hdr.sgml : 20161222 20161222113249 ACCESSION NUMBER: 0001612956-16-000009 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: Fradin Russell CENTRAL INDEX KEY: 0001612956 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36543 FILM NUMBER: 162065595 MAIL ADDRESS: STREET 1: C/O DYNAMIC SIGNAL STREET 2: 1111 BAYHILL DRIVE, SUITE 325 CITY: SAN BRUNO STATE: CA ZIP: 94066 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2016-12-19 1 0001449278 TUBEMOGUL INC TUBE 0001612956 Fradin Russell 1250 53RD STREET, SUITE 2 EMERYVILLE CA 94608 1 0 0 0 Common Stock 2016-12-19 4 U 0 20882 14.00 D 8069 D Common Stock 2016-12-19 4 D 0 8069 14.00 D 0 D Stock Option (right to buy) 15.37 2016-12-19 4 D 0 5679 0 D 2025-06-18 Common Stock 5679 0 D Stock Option (right to buy) .70 2016-12-19 4 D 0 32292 0 D 2022-07-19 Common Stock 32292 0 D Of the reported shares, 8,069 shares are represented by RSUs. Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated November 10, 2016, by and among TubeMogul, Adobe Systems Incorporated, a Delaware corporation ("Adobe") and Tiger Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Adobe, the vesting of restricted stock units for an aggregate of 8,069 shares was accelerated immediately at the effective time of the Merger, and in accordance with the Merger Agreement, these accelerated restricted stock units were canceled and converted into the right to receive cash consideration of $14.00 per share, net to the seller in cash, without interest thereon and subject to any required tax withholding. This stock option is being canceled pursuant to the terms of the Merger Agreement. This stock option is fully vested and exercisable. Option is fully vested and immediately exercisable. Pursuant to the terms of the Merger Agreement, 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. Eric Deeds, Attorney-in-Fact 2016-12-21