X0206 3 2017-09-04 0 0001415624 YuMe Inc YUME 0001713721 RhythmOne plc 251 KEARNY STREET, 2ND FLOOR SAN FRANCISCO CA 94108 0 0 1 1 See footnote 3, 4and 5 below Common Stock, $0.001 par value per share 0 I See Footnotes On September 4, 2017, RhythmOne, Redwood Merger Sub I, Inc., a Delaware corporation and direct, wholly-owned subsidiary of RhythmOne ("Merger Sub One"), Redwood Merger Sub II, Inc., a Delaware corporation and direct, wholly-owned subsidiary of RhythmOne ("Merger Sub Two"), and the Issuer entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), pursuant to which RhythmOne will acquire all of the issued and outstanding Shares of the Issuer by way of an exchange offer to purchase all of the outstanding shares of the Issuer (the "Exchange Offer") and, immediately following the Exchange Offer, Merger Sub One will merge with and into the Issuer (the "First Merger"), with the Issuer surviving the First Merger as a wholly-owned subsidiary of RhythmOne, and immediately following the First Merger, the Issuer, as the surviving company of the First Merger, will be merged with and into Merger Sub Two, (Continued from footnote 1) with Merger Sub Two Surviving the merger (the "Second Merger", together with the First Merger, the "Mergers"). RhythmOne may be deemed to have beneficial ownership of 11,189,230 common stock of the Issuer (the "Shares") held by certain shareholders of the Issuer as a result of entering into a tender and support agreement (the "Tender and Support Agreement"), dated as of September 4, 2017, by and among RhythmOne, Merger Sub One, Merger Sub Two and certain shareholders of the Issuer set out in Schedule A thereto (each of the foregoing, a "Subject Shareholder" and, together the "Subject Shareholders"). The Tender and Support Agreement generally requires, subject to certain exceptions, such Subject Shareholders to (i) tender, or cause to be tendered, into the Exchange Offer all of the Shares owned by the Subject Shareholder (the "Subject Shares") and not to withdraw its Subject Shares from the Exchange Offer and (ii) vote, or cause or direct to be voted, all of the Shares beneficially owned by them to approve and adopt the Merger Agreement and the Mergers and the Exchange Offer and against any acquisition proposal or any other action, agreement or transaction that would reasonably be expected to impede or delay the Mergers and the Exchange Offer. Each Subject Shareholder also agreed to certain transfer restrictions, subject to certain exceptions, with respect to the Subject Shares held by such Subject Shareholder. (Continued from footnote 4) Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by RhythmOne that it is the beneficial owner of the Shares referred to herein and such beneficial ownership is expressly disclaimed. For additional information regarding the Tender and Support Agreement and the Mergers, see the Schedule 13D filed by RhythmOne with the Securities and Exchange Commission on the date hereof. RhythmOne does not have any pecuniary interest in any of the Shares. /s/ Ted Hastings, Chief Executive Officer 2017-09-14