X0306 4 2019-02-14 0 0001375796 Telaria, Inc. TLRA 0001709574 Zagorski Mark C/O TELARIA, INC. 222 BROADWAY, 16TH FLOOR NEW YORK NY 10038 1 1 0 0 Chief Executive Officer Common Stock 2019-02-14 4 M 0 19231 0.00 A 98494 D Common Stock 2019-02-14 4 F 0 7350 3.19 D 91144 D Restricted Stock Unit 0.00 2019-02-14 4 M 0 19231 0.00 D Common Stock 19231 57692 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. 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, provided the reporting person continues to provide services to the issuer on each such vesting date. This restricted stock unit grant is subject to partial accelerated vesting upon the closing of a change of control transaction and 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