X0306 4 2019-02-13 0 0001375796 Telaria, Inc. TLRA 0001700262 Evans Katie Seitz C/O TELARIA, INC. 222 BROADWAY, 16TH FLOOR NEW YORK NY 10038 0 1 0 0 Chief Operating Officer Common Stock 2019-02-13 4 M 0 10000 0.00 A 133471 D Common Stock 2019-02-13 4 F 0 3397 3.20 D 130074 D Common Stock 2019-02-14 4 M 0 62684 0.00 A 192758 D Common Stock 2019-02-14 4 F 0 21291 3.19 D 171467 D Restricted Stock Unit 0.00 2019-02-13 4 M 0 10000 D Common Stock 10000 0 D Restricted Stock Unit 0.00 2019-02-14 4 M 0 7500 D Common Stock 7500 7500 D Restricted Stock Unit 0.00 2019-02-14 4 M 0 31250 D Common Stock 31250 62500 D Restricted Stock Unit 0.00 2019-02-14 4 M 0 17523 D Common Stock 17523 0 D Restricted Stock Unit 0.00 2019-02-14 4 M 0 6411 D Common Stock 6411 19230 D Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. The transaction reported represents the non-discretionary withholding of shares to satisfy the reporting person's tax withholding obligations in connection with the vesting and settlement of restricted stock units. Grant to the reporting person of a restricted stock unit under the issuer's 2013 Equity Incentive Plan. The shares underlying the restricted stock unit grant are fully vested. Grant to the reporting person of a restricted stock unit under the issuer's 2013 Equity Incentive Plan. 75% of the total shares underlying the restricted stock unit grant are fully vested. The remaining shares underlying the restricted stock unit grant will vest on February 14, 2020, subject to continued service to the issuer through such vesting date. This restricted stock unit grant is subject to accelerated vesting in the event that the recipient is subject to a qualified termination within a specified period of time prior to or following the closing of a change in control transaction. Grant to the reporting person of a restricted stock unit under the issuer's 2013 Equity Incentive Plan. 25% of the total shares underlying the restricted stock unit grant vested on each of February 14, 2018 and February 14, 2019. The remaining shares underlying the restricted stock unit grant will vest in two equal installments on each of February 14, 2020 and February 14, 2021, subject to continued service to the issuer through each such vesting date. This restricted stock unit grant is subject to accelerated vesting in the event that the recipient is subject to a qualified termination within a specified period of time prior to or following the closing of a change in control transaction. Grant to the Reporting Person of a restricted stock unit under the 2013 Plan. 25% of the total shares underlying the restricted stock unit grant vested on February 14, 2019. The remaining shares underlying the restricted stock unit grant will vest in three equal installments on each of February 14, 2020, February 14, 2021 and February 14, 2022, subject to continued service to the issuer through each such vesting date. This RSU grant is subject to full accelerated vesting following a change in control transaction and termination under certain circumstances within a specified period of time following the closing of a change in control transaction. /s/Aaron Saltz, Attorney-in-Fact 2019-02-26