UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Tremor Video, Inc.
(Name of Issuer)
Common Stock, $0.00001 par value per share
(Title of Class of Securities)
89484Q100
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 89484Q100 | 13G | Page 2 of 16 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
General Catalyst Group IV, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) x (b) ¨ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
3,360,859 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
3,360,859 shares | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,360,859 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.77% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| CUSIP No. 89484Q100 | 13G | Page 3 of 16 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GC Entrepreneurs Fund IV, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) x (b) ¨ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
3,360,859 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
3,360,859 shares | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,360,859 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.77% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| CUSIP No. 89484Q100 | 13G | Page 4 of 16 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
General Catalyst Partners IV, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
3,360,859 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
3,360,859 shares | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,360,859 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.77% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| CUSIP No. 89484Q100 | 13G | Page 5 of 16 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
General Catalyst GP IV, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
3,360,859 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
3,360,859 shares | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,360,859 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.77% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| CUSIP No. 89484Q100 | 13G | Page 6 of 16 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Joel E. Cutler | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
3,360,859 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
3,360,859 shares | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,360,859 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.77% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| CUSIP No. 89484Q100 | 13G | Page 7 of 16 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David P. Fialkow | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
3,360,859 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
3,360,859 shares | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,360,859 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.77% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| CUSIP No. 89484Q100 | 13G | Page 8 of 16 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David J. Orfao | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
3,360,859 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
3,360,859 shares | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,360,859 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.77% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| CUSIP No. 89484Q100 | 13G | Page 9 of 16 |
| Item 1(a). | Name of Issuer: |
Tremor Video, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
53 West 23rd Street, New York, NY 10010.
| Item 2(a). | Names of Persons Filing: |
This joint statement on Schedule 13G is being filed by General Catalyst Group IV, L.P., a Delaware limited partnership (“GC IV”), GC Entrepreneurs Fund IV, L.P., a Delaware limited partnership (“E Fund IV”), General Catalyst Partners IV, L.P., a Delaware limited partnership (“GC IV GPLP”), General Catalyst GP IV, LLC, a Delaware limited liability company (“GC IV GPLLC”) and the Managers (as defined below), who are collectively referred to herein as the “Reporting Persons.” GC IV GPLP is the sole general partner of GC IV and E Fund IV. GC IV GPLLC is the sole general partner of GC IV GPLP. Joel E. Cutler, David P. Fialkow and David J. Orfao (collectively, the “Managers”) are Managing Directors of GC IV GPLLC. The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13G asExhibit 1 (which is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of all Reporting Persons is 20 University Road, 4th Floor, Cambridge, MA 02138.
| Item 2(c). | Citizenship: |
Each of GC IV, E Fund IV and GC IV GPLP is a limited partnership organized under the laws of the State of Delaware. GC IV GPLLC is a limited liability company organized under the laws of the State of Delaware. Each of the Managers is a U.S. citizen.
| Item 2(d). | Title of Class of Securities: |
Common Stock, $0.00001 par value per share (“Common Shares”).
| Item 2(e). | CUSIP Number: |
89484Q100.
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), checkwhether the person filing is a: |
Not applicable.
| CUSIP No. 89484Q100 | 13G | Page 10 of 16 |
| Item 4. | Ownership. |
| (a) | Amount Beneficially Owned: GC IV is the record owner of 3,273,997 Common Shares and E Fund IV is the record owner of 86,862 Common Shares (the “Record Shares”). GC IV and E Fund IV have generally agreed to sell securities at the same time and each may be deemed to own beneficially the Record Shares held by the other. As the sole general partner of GC IV and E Fund IV, GC IV GPLP may be deemed to own beneficially the Record Shares. As the sole general partner of GC IV GPLP, GC IV GPLLC may also be deemed to own beneficially the Record Shares. Each Manager is a Managing Director of GC IV GPLLC and may also be deemed to own beneficially the Record Shares. |
| (b) | Percent of Class: See Line 11 of cover sheets. The percentages set forth on the cover sheets for each Reporting Person are calculated based on 49,657,777 Common Shares reported to be outstanding by the Issuer as of November 11, 2013 on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2013. |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: See Line 5 of cover sheets. |
| (ii) | shared power to vote or to direct the vote: See Line 6 of cover sheets. |
| (iii) | sole power to dispose or to direct the disposition of: See Line 7 of cover sheets. |
| (iv) | shared power to dispose or to direct the disposition of: See Line 8 of cover sheets. |
Each Reporting Person disclaims beneficial ownership of such Common Shares except for the shares, if any, such Reporting Person holds of record.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
See Exhibit 2 for Members of the Group.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| CUSIP No. 89484Q100 | 13G | Page 11 of 16 |
| Item 10. | Certification. |
Not applicable. This statement on Schedule 13G is not filed pursuant to §240.13d-1(b) or §240.13d-1(c).
Material to be Filed as Exhibits.
Exhibit 1 – Agreement regarding joint filing of Schedule 13G.
Exhibit 2 – Members of the Group.
| CUSIP No. 89484Q100 | 13G | Page 12 of 16 |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 11, 2014
| GENERAL CATALYST GROUP IV, L.P. | ||||||
| By: | GENERAL CATALYST PARTNERS IV, L.P. | |||||
| its General Partner | ||||||
| By: | GENERAL CATALYST GP IV, LLC | |||||
| its General Partner | ||||||
| By: | /s/ William J. Fitzgerald | |||||
| William J. Fitzgerald | ||||||
| Member, COO and CFO | ||||||
| GC ENTREPRENEURS FUND IV, L.P. | ||||||
| By: | GENERAL CATALYST PARTNERS IV, L.P. | |||||
| its General Partner | ||||||
| By: | GENERAL CATALYST GP IV, LLC | |||||
| its General Partner | ||||||
| By: | /s/ William J. Fitzgerald | |||||
| William J. Fitzgerald | ||||||
| Member, COO and CFO | ||||||
| GENERAL CATALYST PARTNERS IV, L.P. | ||||||
| By: | GENERAL CATALYST GP IV, LLC | |||||
| its General Partner | ||||||
| By: | /s/ William J. Fitzgerald | |||||
| William J. Fitzgerald | ||||||
| Member, COO and CFO | ||||||
| CUSIP No. 89484Q100 | 13G | Page 13 of 16 |
| GENERAL CATALYST GP IV, LLC | ||
| By: | /s/ William J. Fitzgerald | |
| William J. Fitzgerald | ||
| Member, COO and CFO | ||
| By: | /s/ Joel E. Cutler | |
| Joel E. Cutler | ||
| By: | /s/ David P. Fialkow | |
| David P. Fialkow | ||
| By: | /s/ David J. Orfao | |
| David J. Orfao | ||
