YuMe (YUME) Form 4 YuMe / ANTHONY CARVALHO 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

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X

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^*

CARVALHO ANTHONY

(Last) (First) (Middle)

C/O YUME, INC.

1204 MIDDLEFIELD ROAD

(Street)

REDWOOD CITY CA 94063

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
YuMe Inc [ YUME ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2018

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

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

X	Form filed by One Reporting Person
	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	02/02/2018		U(1)		125,662	D	(1)	0	D

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
Restricted Stock Units	(2)	02/02/2018		D			787	(2)	(2)	Common Stock	787	$0	0	D
Restricted Stock Units	(3)	02/02/2018		D			5,000	(3)	(3)	Common Stock	5,000	$0	0	D
Restricted Stock Units	(4)	02/02/2018		D			53,950	(4)	(4)	Common Stock	53,950	$0	0	D
Restricted Stock Units	(5)	02/02/2018		D			60,622	(5)	(5)	Common Stock	60,622	$0	0	D
Stock Options (right to buy)	$8.64(6)	02/02/2018		D			63,179	(6)	07/25/2022	Common Stock	63,179	(6)	0	D
Stock Options (right to buy)	$5.28(6)	02/02/2018		D			50,000	(6)	08/05/2023	Common Stock	50,000	(6)	0	D
Stock Options (right to buy)	$9(6)	02/02/2018		D			4,725	(6)	05/21/2024	Common Stock	4,725	(6)	0	D

Explanation of Responses:

1. Tendered into and disposed of upon the closing of the exchange offer initiated by Redwood Merger Sub I, Inc. ("Purchaser") pursuant to the Agreement and Plan of Merger and Reorganization by and among RhythmOne plc, ("RhythmOne"), Purchaser (a wholly owned subsidiary of RhythmOne), Redwood Merger Sub II, Inc., and Issuer, dated as of September 4, 2017 (the "Merger Agreement"), whereby Purchaser offered to exchange for each outstanding share of common stock of the Issuer ("Issuer Common Stock") the following - (continued below)

2. Disposed of pursuant to the Merger Agreement, whereby each vested restricted stock unit in Issuer common stock ("RSU") was cancelled in exchange for the right to receive the Transaction Consideration, with required tax withholdings satisfied by reducing the number of ordinary shares of RhythmOne otherwise issuable by the least number of shares equal in value to the tax withholding liability. Pursuant to the terms of the Issuer's Executive Severance Plan, the Reporting Person's RSU award granted May 22, 2014 became 100% vested immediately prior to the change in control of the Issuer effected by the Merger Agreement transactions.

3. Disposed of pursuant to the Merger Agreement, whereby each vested restricted stock unit in Issuer common stock ("RSU") was cancelled in exchange for the right to receive the Transaction Consideration, with required tax withholdings satisfied by reducing the number of ordinary shares of RhythmOne otherwise issuable by the least number of shares equal in value to the tax withholding liability. Pursuant to the terms of the Issuer's Executive Severance Plan, the Reporting Person's RSU award granted December 8, 2014 became 100% vested immediately prior to the change in control of the Issuer effected by the Merger Agreement transactions.

4. Disposed of pursuant to the Merger Agreement, whereby each vested restricted stock unit in Issuer common stock ("RSU") was cancelled in exchange for the right to receive the Transaction Consideration, with required tax withholdings satisfied by reducing the number of ordinary shares of RhythmOne otherwise issuable by the least number of shares equal in value to the tax withholding liability. Pursuant to the terms of the Issuer's Executive Severance Plan, the Reporting Person's RSU award granted March 2, 2016 became 100% vested immediately prior to the change in control of the Issuer effected by the Merger Agreement transactions.

5. Disposed of pursuant to the Merger Agreement, whereby each vested restricted stock unit in Issuer common stock ("RSU") was cancelled in exchange for the right to receive the Transaction Consideration, with required tax withholdings satisfied by reducing the number of ordinary shares of RhythmOne otherwise issuable by the least number of shares equal in value to the tax withholding liability. Pursuant to the terms of the Issuer's Executive Severance Plan, the Reporting Person's RSU award granted March 3, 2017 became 100% vested immediately prior to the change in control of the Issuer effected by the Merger Agreement transactions.

6. Disposed of pursuant to the Merger Agreement, whereby each option to acquire Issuer Common Stock with an exercise price in excess of the Transaction Consideration Value was automatically cancelled.

Remarks:

1. (continued) (a) $1.70 in cash and (b) 0.7325 ordinary shares of RhythmOne, plus cash in lieu of any fractional shares of RhythmOne, in each case, without interest, and less any applicable withholding taxes (cumulatively, the "Transaction Consideration"). The market value of the Transaction Consideration is $4.36 per share (the "Transaction Consideration Value"), based on the 5-day volume-weighted average trading price of RhythmOne ordinary shares as of end of trading on February 1, 2018. The price per share of RhythmOne ordinary shares in US Dollars was determined using the spot exchange rate posted on Bloomberg at approximately 10:30 a.m. (P.T.) on February 1, 2018.

	/s/ Anthony Carvalho by Amy Rothstein, Attorney-in-Fact	02/06/2018
	** Signature of Reporting Person	Date
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