VIEX Capital Advisors Form 4 YuMe / Opportunities Fund, LP Series Two Vertex 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^*

Singer Eric

(Last) (First) (Middle)

825 THIRD AVENUE

33RD FLOOR

(Street)

NEW YORK NY 10022

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

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2015

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)(2)	12/10/2015		P		66,500	A	$3.1228	1,651,806	I	Vertex Special Opportunities Fund II, LP, See Footenote(5)
Common Stock(1)(2)								561,269	I	Vertex Opportunities Fund, LP - Series Two, See Footnote(4)
Common Stock(1)(2)								2,591,733	I	Vertex Opportunities Fund, LP, See Footnote(3)

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^*

Singer Eric

(Last) (First) (Middle)

825 THIRD AVENUE

33RD FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vertex Opportunities Fund, LP

(Last) (First) (Middle)

C/O VERTEX CAPITAL ADVISORS, LLC

825 THIRD AVENUE, 33RD FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vertex Opportunities Fund, LP Series Two

(Last) (First) (Middle)

825 THIRD AVENUE

33RD FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vertex GP, LLC

(Last) (First) (Middle)

825 THIRD AVE.

33RD FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vertex Special Opportunities Fund II, LP

(Last) (First) (Middle)

825 THIRD AVENUE

33RD FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vertex Special Opportunities GP II, LLC

(Last) (First) (Middle)

825 THIRD AVENUE

33RD FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vertex Capital Advisors, LLC

(Last) (First) (Middle)

825 THIRD AVENUE

33RD FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is filed jontly by Vertex Opportunities Fund, LP ("Vertex Opportunities"), Vertex Opportunities Fund, LP - Series Two ("Series Two"), Vertex Special Opportunities II, LP ("VSO II"), Vertex GP, LLC ("Vertex GP"), Vertex Special Opportunities GP II, LLC ("VSO GP II"), Vertex Capital Advisors, LLC ("Vertex Capital"), and Eric Singer (collectively, the "Reporting Persons") who are filing this report because each of the Reporting Persons is a member of a Section 13(d) group, disclosed in a Schedule 13D filed on behalf of the Reporting Persons, as it may be amended, which beneficially owns in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. On June 17, 2015, Vertex Opportunities became a series limited partnership and such shares reported by it in this report are deemed to be held in Vertex Opportunities Fund, LP - Series One.

2. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.

3. Shares of Common Stock beneficially owned directly by Vertex Opportunities. Vertex GP, as the general partner of Vertex Opportunities, may be deemed thebeneficial owner of the shares of Common Stock beneficially owned by Vertex Opportunities. Vertex Capital, as the investment manager of Vertex Opportunities, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by Vertex Opportunities. Mr. Singer, as the managing member of each of Vertex GP and Vertex Capital, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by Vertex Opportunities.

4. Shares of Common Stock beneficially owned directly by Series Two. Vertex GP, as the general partner of Series Two, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by Series Two. Vertex Capital, as the investment manager of Series Two, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by Series II. Mr. Singer, as the managing member of each of Vertex GP and Vertex Capital, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by Series Two. Series Two is a series of Vertex Opportunities.

5. Shares of Common Stock beneficially owned directly by VSO II. VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by VSO II. Vertex Capital, as the investment manager of VSO II, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by VSO II. Mr. Singer, as the managing member of each of VSO GP II and Vertex Capital, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by VSO II.

	By: /s/ Eric Singer	12/14/2015
	Vertex Opportunities Fund, LP; By: Vertex GP, LLC; By: /s/ Eric Singer, Managing Member	12/14/2015
	Vertex Opportunities Fund, LP - Series Two; By: Vertex GP, LLC; By: /s/ Eric Singer, Managing Member	12/14/2015
	Vertex GP, LLC; By: /s/ Eric Singer, Managing Member	12/14/2015
	Vertex Special Opportunities Fund II, LP; By: /s/ Eric Singer, Managing Member	12/14/2015
	Vertex Special Opportunities GP II, LLC; By /s/ Eric Singer, Managing Member	12/14/2015
	Vertex Capital Advisors, LLC; By /s/ Eric Singer, Managing Member	12/14/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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