| 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 |
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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol MaxPoint Interactive, Inc. [ MXPT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/10/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/10/2017 | U | 1,513,962(1) | D | $13.86 | 0 | I | By Trinity Ventures X, L.P.(2)(3) | ||
| Common Stock | 10/10/2017 | U | 14,751(1) | D | $13.86 | 0 | I | By Trinity X Entrepreneurs' Fund, L.P.(2)(3) | ||
| Common Stock | 10/10/2017 | U | 8,679(1) | D | $13.86 | 0 | I | By Trinity X Side-By-Side Fund, L.P.(2)(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. Disposed of upon the closing of the tender offer and merger pursuant to the Agreement and Plan of Merger by and among Harland Clarke Holdings Corp. ("Parent"), Mercury Merger Sub, Inc. ("Purchaser") (an indirect wholly owned subsidiary of Parent), and Issuer, dated as of August 27, 2017 (the "Merger Agreement"), whereby Purchaser acquired each outstanding share of common stock of the issuer for a cash payment of $13.86 per share. |
| 2. Trinity TVL X, LLC ("Trinity TVL X") serves as the sole general partner of Trinity Ventures X, L.P. ("Trinity X"), Trinity X Side-By-Side Fund, L.P. ("Trinity X SBS") and Trinity X Entrepreneurs' Fund, L.P. ("Trinity X EF"). As such, Trinity TVL X possesses sole voting and investment control over the shares owned by Trinity X, Trinity X SBS and Trinity X EF, and may be deemed to have indirect beneficial ownership of the securities held by Trinity X, Trinity X SBS and Trinity X EF. Trinity TVL X and TVL Management Corporation own no shares of the Issuer directly. |
| 3. The Reporting Person is a Non-Management Member of Trinity TVL X and is an employee of TVL Management Corporation. The Reporting Person disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest, if any, therein. |
| Remarks: |
| /s/ Augustus O. Tai | 10/12/2017 | |
| ** 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. | ||
