X0306 4 2015-12-22 0 0001449278 TUBEMOGUL INC TUBE 0001456065 TRINITY VENTURES X LP 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001605660 Labatt Nina C. 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001606271 Mehandru Karan 2480 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 0 0 1 0 Common Stock 2015-12-22 4 J 0 292250 0.00 D 5552749 I By Trinity Ventures X, L.P. Common Stock 2015-12-22 4 J 0 2826 0.00 D 53696 I By Trinity X Entrepreneurs' Fund, L.P. Common Stock 2015-12-22 4 J 0 1655 0.00 D 31444 I By Trinity X Side-By-Side Fund, L.P. Common Stock 2015-12-22 4 J 0 60788 0.00 A 60788 I By Trinity TVL X, LLC Common Stock 2015-12-22 4 J 0 60788 0.00 D 0 I By Trinity TVL X, LLC Common Stock 2015-12-22 4 J 0 5448 0.00 A 5448 I By Daniel Scholnick Common Stock 2015-12-22 4 J 0 6007 0.00 A 6007 I By Fenton Family 1994 Trust Common Stock 2015-12-22 4 J 0 8482 0.00 A 8482 I By Gordon/Nakache Family Trust Common Stock 2015-12-22 4 J 0 7048 0.00 A 7048 I By Lederer-Orr Family Trust Common Stock 2015-12-22 4 J 0 9419 0.00 A 9419 I By Tai Family Trust Common Stock 2015-12-22 4 J 0 8694 0.00 A 8694 I By Wang Family Trust Common Stock 2015-12-22 4 J 0 1624 0.00 A 1624 I By Karan Mehandru Common Stock 2015-12-22 4 J 0 2308 0.00 A 2308 I By TVL Management Corporation Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Trinity Ventures X, L.P. without consideration to its limited partners and its general partner, Trinity TVL X, LLC. The transactions being reported were effected pursuant to a rule 10b5-1 plan adopted on September 14, 2015. Trinity TVL X, LLC is the general partner of Trinity Ventures X, L.P., Trinity X Side-By-Side Fund, L.P. and Trinity X Entrepreneurs' Fund, L.P. and has sole voting and investment power with respect to the shares held by Trinity Ventures X, L.P., Trinity X Side-By-Side Fund, L.P. and Trinity X Entrepreneurs' Fund, L.P. Trinity TVL X, LLC disclaims beneficial ownership of the shares held by the aforementioned entities except to the extent of its pecuniary interest therein. Lawrence K. Orr, Noel J. Fenton, Augustus O. Tai, Fred Wang, Patricia Nakache, Ajay Chopra, TVL Management Corporation, Karan Mehandru, Daniel Scholnick and Nina C. Labatt are management members of Trinity TVL X, LLC, and may be deemed to share voting and investment power over the shares owned by Trinity Ventures X, L.P., Trinity X Side-By-Side Fund, L.P. and Trinity X Entrepreneurs' Fund, L.P. Messrs. Chopra, Fenton, Orr, Tai, Scholnick, Mehandru and Wang and Ms. Nakache and Labatt serve as officers of TVL Management Corporation. Each of the Reporting Persons disclaims beneficial ownership of the shares held by the aforementioned entities except to the extent of his, her or its respective pecuniary interest therein. Mr. Chopra is a director of the Issuer and, accordingly, files separate Section 16 reports. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Trinity X Entrepreneurs' Fund, L.P. without consideration to its limited partners. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Trinity X Side-By-Side Fund, L.P. without consideration to its limited partners. Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by Trinity Ventures X, L.P. described in footnote 1. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Trinity TVL X, LLC without consideration to its members. The shares are held by Daniel Scholnick. The shares are held by the Fenton Family 1994 Trust (the "Fenton Family Trust"). Mr. Fenton is a trustee of the Fenton Family Trust. Mr. Fenton disclaims beneficial ownership of the shares held by the Fenton Family Trust except to the extent of his proportionate pecuniary interest therein. The shares are held by the Gordon/Nakache Family Trust (the "Nakache Family Trust"). Ms. Nakache is a trustee of the Nakache Family Trust. Ms. Nakache disclaims beneficial ownership of the shares held by the Nakache Family Trust except to the extent of her proportionate pecuniary interest therein. The shares are held by the Lederer-Orr Family Trust (the "Lederer-Orr Family Trust"). Mr. Orr is a trustee of the Lederer-Orr Family Trust. Mr. Orr disclaims beneficial ownership of the shares held by the Lederer-Orr Family Trust except to the extent of his proportionate pecuniary interest therein. The shares are held by the Tai Family Trust (the "Tai Family Trust"). Mr. Tai is a trustee of the Tai Family Trust. Mr. Tai disclaims beneficial ownership of the shares held by the Tai Family Trust except to the extent of his proportionate pecuniary interest therein. The shares are held by the Wang Family Trust (the "Wang Family Trust"). Mr. Wang is a trustee of the Wang Family Trust. Mr. Wang disclaims beneficial ownership of the shares held by the Wang Family Trust except to the extent of his proportionate pecuniary interest therein. The shares are held by Karan Mehandru. The shares are held by Trinity TVL Management Corporation. Filing 2 of 2: see Form 4 for TVL Management Corporation for additional members of this joint filing. /s/ Nina C. Labatt, Management Member of Trinity TVL X, LLC which serves as the sole General Partner of Trinity Ventures X, L.P. 2015-12-24 /s/ Nina Labatt 2015-12-24 /s/ Karan Mehandru 2015-12-24