Paul R Holland Form 4 TUBEMOGUL / Steven Vassallo ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ELMORE WILLIAM B

(Last) (First) (Middle)

C/O FOUNDATION CAPITAL

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TUBEMOGUL INC [ TUBE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/23/2016		J(1)		390,000	D	$0.00	6,628,097	I	Foundation Capital VI, L.P.(2)
Common Stock	05/23/2016		J(3)		100,425	A	$0.00	100,425	I	By Foundation Capital Management Co. VI, L.L.C.(2)
Common Stock	05/23/2016		J(4)		100,425	D	$0.00	0	I	By Foundation Capital Management Co. VI, L.L.C.(2)
Common Stock	05/23/2016		J(4)		9,261	A	$0.00	9,261	I	By William B Elmore Revocable Trust(5)
Common Stock	05/23/2016		J(4)		9,055	A	$0.00	9,055	I	By Holland/Yates Family Trust dtd 7/23/1999(6)
Common Stock	05/23/2016		J(4)		1,509	A	$0.00	1,509	I	By The Holland Childrens Trust(7)
Common Stock	05/23/2016		J(4)		10,455	A	$0.00	10,455	I	By Moldow Family Trust dated 11/11/2003(8)
Common Stock	05/23/2016		J(4)		1,328	A	$0.00	1,328	I	By The Moldow 2008 Childrens Trust(9)
Common Stock	05/23/2016		J(4)		9,331	A	$0.00	9,331	I	By Vassallo Family Revocable Trust dated 7/15/02(10)
Common Stock	05/23/2016		J(4)		11,291	A	$0.00	11,291	I	By Warren M. Weiss Trust UA dated 7/20/2005(11)
Common Stock	05/23/2016		J(4)		2,104	A	$0.00	2,104	I	By Ally L. Weiss GST Exempt Trust(12)
Common Stock	05/23/2016		J(4)		2,104	A	$0.00	2,104	I	By Shane T. Weiss GST Exempt Trust(13)
Common Stock	05/23/2016		J(4)		2,370	A	$0.00	2,370	I	By Koontz Revocable Trust U/A/D 6/29/1998(14)
Common Stock	05/23/2016		J(4)		4,111	A	$0.00	4,111	I	By Michael N. & Mary G. Schuh 1990 Family Trust(15)
Common Stock	05/23/2016		J(4)		268	A	$0.00	268	I	By Foundation Capital, LLC(16)
Common Stock	05/24/2016		S(17)		268	D	$12.56	0	I	By Foundation Capital, LLC(16)
Common Stock								82,732	I	Foundation Capital VI Principals Fund, LLC(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

ELMORE WILLIAM B

(Last) (First) (Middle)

C/O FOUNDATION CAPITAL

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KOONTZ PAUL G

(Last) (First) (Middle)

C/O FOUNDATION CAPITAL

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCHUH MICHAEL N

(Last) (First) (Middle)

C/O FOUNDATION CAPITAL

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HOLLAND PAUL R

(Last) (First) (Middle)

C/O FOUNDATION CAPITAL

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Weiss Warren M

(Last) (First) (Middle)

C/O FOUNDATION CAPITAL

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Moldow Charles

(Last) (First) (Middle)

C/O FOUNDATION CAPITAL

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vassallo Steven

(Last) (First) (Middle)

C/O FOUNDATION CAPITAL

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital VI, L.P. effected following the close of the trading market on May 23, 2016 without consideration to its limited partners and its general partner, Foundation Capital Management Co. VI, L.L.C.

2. Foundation Capital Management Co. VI, LLC is the sole manager of Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC and has sole voting and investment power with respect to the shares held by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. William B.Elmore, Paul G. Koontz, Michael N. Schuh, Paul R. Holland, Steve P. Vassallo, Charles P. Moldow and Warren M. Weiss are managing members of Foundation Capital Management Co. VI, LLC, and may be deemed to share voting and investment power over the shares owned by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. Each of the managing members of Foundation Capital Management Co. VI, LLC disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his or her pecuniary interest therein.

3. 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 Foundation Capital VI, L.P. described in footnote 1 above.

4. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital Management Co. VI, LLC effected following the close of the trading market on May 23, 2016 without consideration to its members.

5. The shares are held by the William B. Elmore Revocable Trust (the "Elmore Trust"). William B. Elmore is a trustee of the Elmore Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Elmore Trust except to the extent of his proportionate pecuniary interest therein.

6. The shares are held by the Holland/Yates Family Trust dtd 7/23/1999 (the "Holland Family Trust"). Paul R. Holland is a trustee of the Holland Family Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Holland Family Trust except to the extent of his proportionate pecuniary interest therein.

7. The shares are held by The Holland Children's Trust (the "Holland Children's Trust"). Paul R. Holland is a trustee of the Holland Children's Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Holland Children's Trust except to the extent of his proportionate pecuniary interest therein.

8. The shares are held by the Moldow Family Trust dated 11/11/2003 (the "Moldow Family Trust"). Charles Moldow is a trustee of the Moldow Family Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Moldow Family Trust except to the extent of his proportionate pecuniary interest therein.

9. The shares are held by The Moldow 2008 Children's Trust (the "Moldow Children's Trust"). Charles Moldow is a trustee of the Moldow Children's Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Moldow Children's Trust except to the extent of his proportionate pecuniary interest therein.

10. The shares are held by the Vassallo Family Revocable Trust dated 7/15/02 (the "Vassallo Trust"). Steve Vassallo is a trustee of the Vassallo Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Vassallo Trust except to the extent of his proportionate pecuniary interest therein.

11. The shares are held by The Warren M. Weiss Trust UA dated 7/20/2005 (the "Weiss Trust"). Warren M. Weiss is a trustee of the Weiss Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Weiss Trust except to the extent of his proportionate pecuniary interest therein.

12. The shares are held by the ALLY L. WEISS GST EXEMPT TRUST (the "ALLY Trust"), a trust controlled by or for the benefit of one or more of Warren M. Weiss' family members. The Reporting Person disclaims beneficial ownership of the shares held by the ALLY Trust except to the extent of his proportionate pecuniary interest therein.

13. The shares are held by the SHANE T. WEISS GST EXEMPT TRUST (the "SHANE Trust"), a trust controlled by or for the benefit of one or more of Warren M. Weiss' family members. The Reporting Person disclaims beneficial ownership of the shares held by the SHANE Trust except to the extent of his proportionate pecuniary interest therein.

14. The shares are held by the Koontz Revocable Trust U/A/D 6/29/1998 (the "Koontz Trust"). Paul G. Koontz is a trustee of the Koontz Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Koontz Trust except to the extent of his proportionate pecuniary interest therein.

15. The shares are held by the Michael N. & Mary G. Schuh 1990 Family Trust (the "Schuh Trust"). Michael N. Schuh is a trustee of the Schuh Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Schuh Trust except to the extent of his proportionate pecuniary interest therein.

16. Paul R. Holland, Warren M. Weiss, Charles Moldow, Steve Vassallo and Ashu Garg are managers of Foundation Capital, LLC. Foundation Capital, LLC is under common control with Foundation Capital Management Co. VI, LLC. As such, each of the managers may be deemed to share voting and investment power over the shares owned by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. Each of the managers disclaim beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.

17. On 5/24/2016, Foundation Capital, LLC sold 268 shares of stock.

Remarks:

	/s/ David A. Singer as Attorney-In-Fact	05/24/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.