Patricia Nakache Form 4 TUBEMOGUL / Dan Scholnick 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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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^*

Trinity TVL X, LLC

(Last)

(First)

(Middle)

2480 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

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)
06/16/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/16/2015		S		649,444	D	$14.92	5,844,999	I	By Trinity Ventures X, L.P.⁽¹⁾⁽²⁾
Common Stock	06/16/2015		S		6,280	D	$14.92	56,522	I	By Trinity X Entrepreneurs' Fund, L.P.⁽¹⁾⁽²⁾
Common Stock	06/16/2015		S		3,678	D	$14.92	33,099	I	By Trinity X Side-By-Side Fund, L.P.⁽¹⁾⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Trinity TVL X, LLC

(Last)

(First)

(Middle)

2480 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TRINITY VENTURES X LP

(Last)

(First)

(Middle)

2480 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Trinity X Entrepreneurs' Fund, L.P.

(Last)

(First)

(Middle)

2480 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Trinity X Side-By-Side Fund, L.P.

(Last)

(First)

(Middle)

2480 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Fenton Noel J

(Last)

(First)

(Middle)

2480 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ORR LAWRENCE K

(Last)

(First)

(Middle)

2480 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Tai Augustus O

(Last)

(First)

(Middle)

2480 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Wang Fred

(Last)

(First)

(Middle)

2480 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Nakache Patricia

(Last)

(First)

(Middle)

2480 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Scholnick Dan

(Last)

(First)

(Middle)

2480 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. Trinity TVL X, LLC is the general partner of Trinity Ventures X, L.P., Trinity X Side-By-Side Fund, L.P. and Trinity X Entrepreneurs' Fund, L.P. and has sole voting and investment power with respect to the shares held by Trinity Ventures X, L.P., Trinity X Side-By-Side Fund, L.P. and Trinity X Entrepreneurs' Fund, L.P. Trinity TVL X, LLC disclaims beneficial ownership of the shares held by the aforementioned entities except to the extent of its pecuniary interest therein.

2. Lawrence K. Orr, Noel J. Fenton, Augustus O. Tai, Fred Wang, Patricia Nakache, Ajay Chopra, TVL Management Corporation, Karan Mehandru, Daniel Scholnick and Nina C. Labatt are management members of Trinity TVL X, LLC, and may be deemed to share voting and investment power over the shares owned by Trinity Ventures X, L.P., Trinity X Side-By-Side Fund, L.P. and Trinity X Entrepreneurs' Fund, L.P. Each of the management members of Trinity TVL X, LLC disclaims beneficial ownership of the shares held by the aforementioned entities except to the extent of his, her or its respective pecuniary interest therein. Mr. Chopra is a director of the Issuer and, accordingly, files separate Section 16 reports.

Remarks:

Filing 1 of 2

	/s/ Nina C. Labatt, Management Member of Trinity TVL X, LLC	06/18/2015
	/s/ Nina C. Labatt, Management Member of Trinity TVL X, LLC which serves as the sole General Partner of Trinity Ventures X, L.P.	06/18/2015
	/s/ Nina C. Labatt, Management Member of Trinity TVL X, LLC which serves as the sole General Partner of Trinity X Entrepreneurs' Fund, L.P.	06/18/2015
	/s/ Nina C. Labatt, Management Member of Trinity TVL X, LLC which serves as the sole General Partner of Trinity X Side-By-Side Fund, L.P.	06/18/2015
	/s/ Noel J. Fenton	06/18/2015
	/s/ Lawrence K. Orr	06/18/2015
	/s/ Augustus O. Tai	06/18/2015
	/s/ Fred Wang	06/18/2015
	/s/ Patricia Nakache	06/18/2015
	/s/ Daniel Scholnick	06/18/2015
	** 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.

Patricia Nakache Form 4TUBEMOGUL / Dan Scholnick ownership change