VIEX Capital Advisors Form 4 YuMe / Opportunities Fund, LP Series Two VIEX 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)
01/19/2016

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)	01/19/2016		P		51,300	A	$3.1008	1,895,801	I	VIEX Special Opportunities Fund II, LP, See Footnote(5)
Common Stock(1)(2)	01/20/2016		P		34,300	A	$3.0299	1,930,101	I	VIEX Special Opportunities Fund II, LP, See Footnote(5)
Common Stock(1)(2)								561,269	I	VIEX Opportunities Fund, LP - Series Two, See Footnote(4)
Common Stock(1)(2)								2,591,733	I	VIEX Opportunities Fund, LP - Series One, 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^*

VIEX Opportunities Fund, LP Series One

(Last) (First) (Middle)

VIEX CAPITAL ADVISORS, LLC

825 THIRD AVENUE, 33RD FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VIEX 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^*

VIEX 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^*

VIEX 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^*

VIEX 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^*

VIEX 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 jointly by VIEX Opportunities Fund, LP - Series One ("Series One"), a series of VIEX Opportunities Fund, LP ("VIEX Opportunities"), a series limited partnership, VIEX Opportunities Fund, LP - Series Two ("Series Two"), a series of VIEX Opportunities, VIEX Special Opportunities II, LP ("VSO II"), VIEX GP, LLC ("VIEX GP"), VIEX Special Opportunities GP II, LLC ("VSO GP II"), VIEX Capital Advisors, LLC ("VIEX Capital"), and Eric Singer (collectively, the "Reporting Persons").

2. The Reporting Persons 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. 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 Series One. VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by Series One. VIEX Capital, as the investment manager of Series One, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by Series One. Mr. Singer, as the managing member of each of VIEX GP and VIEX Capital, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by Series One.

4. Shares of Common Stock beneficially owned directly by Series Two. VIEX 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. VIEX Capital, as the investment manager of Series Two, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by Series Two. Mr. Singer, as the managing member of each of VIEX GP and VIEX Capital, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by Series Two.

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. VIEX 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 VIEX Capital, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by VSO II.

	By: /s/ Eric Singer	01/21/2016
	VIEX Opportunities Fund, LP - Series One; By: VIEX GP, LLC; its general partner; By: /s/ Eric Singer, Managing Member	01/21/2016
	VIEX Opportunities Fund, LP - Series Two; By: VIEX GP, LLC; its general partner; By: /s/ Eric Singer, Managing Member	01/21/2016
	VIEX GP, LLC; By: /s/ Eric Singer, Managing Member	01/21/2016
	VIEX Special Opportunities Fund II, LP; By: VIEX Special Opportunities GP II, LLC; its general partner; By: /s/ Eric Singer, Managing Member	01/21/2016
	VIEX Special Opportunities GP II, LLC; By /s/ Eric Singer, Managing Member	01/21/2016
	VIEX Capital Advisors, LLC; By /s/ Eric Singer, Managing Member	01/21/2016
	** Signature of Reporting Person	Date
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