SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 03/06/2017 | 3. Issuer Name and Ticker or Trading Symbol TREMOR VIDEO INC. [ TRMR ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 37,452 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Employee Stock Option (Right to Buy) | (1) | 06/23/2020 | Common Stock | 488 | 1.11 | D | |
Employee Stock Option (Right to Buy) | (1) | 02/02/2021 | Common Stock | 1,333 | 4.28 | D | |
Employee Stock Option (Right to Buy) | (1) | 06/07/2021 | Common Stock | 1,333 | 4.28 | D | |
Employee Stock Option (Right to Buy) | (1) | 07/18/2022 | Common Stock | 2,666 | 5.01 | D | |
Employee Stock Option (Right to Buy) | (1) | 09/13/2021 | Common Stock | 2,666 | 5.01 | D | |
Employee Stock Option (Right to Buy) | (1) | 03/04/2023 | Common Stock | 6,666 | 5.9 | D | |
Employee Stock Option (Right to Buy) | (2) | 07/30/2023 | Common Stock | 5,000 | 8.37 | D | |
Employee Stock Option (Right to Buy) | (3) | 12/04/2023 | Common Stock | 21,231 | 4.27 | D | |
Restricted Stock Unit | (4) | (4) | Common Stock | 20,000 | (5) | D | |
Restricted Stock Unit | (6) | (6) | Common Stock | 75,000 | (5) | D | |
Restricted Stock Unit | (7) | (7) | Common Stock | 22,500 | (5) | D | |
Restricted Stock Unit | (8) | (8) | Common Stock | 50,000 | (5) | D | |
Restricted Stock Unit | (9) | (9) | Common Stock | 125,000 | (5) | D | |
Restricted Stock Unit | (10) | (10) | Common Stock | 35,046 | (5) | D |
Explanation of Responses: |
1. Immediately exercisable. |
2. 4,479 of the total shares underlying this option are immediately exercisable and the remaining shares vest and become exercisable in equal monthly installments through July 31, 2017, subject to continued service to the issuer through each vesting date. This option is subject to accelerated vesting in the event that the recipient is subject to a qualified termination within a specified period of time prior to or following the closing of a change in control transaction. |
3. 17,250 of the total shares underlying this option are immediately exercisable and the remaining shares vest and become exercisable in equal monthly installments through December 5, 2017, subject to continued service to the issuer through each vesting date. This option is subject to accelerated vesting in the event that the recipient is subject to a qualified termination within a specified period of time prior to or following the closing of a change in control transaction. |
4. Grant to the reporting person of a restricted stock unit under the issuer's 2013 Equity Incentive Plan (the "2013 Plan"). Represents the portion (50%) of the total restricted stock unit grant that remains unvested. The restricted stock unit grant vests in two equal installments on each of February 13, 2018 and February 13, 2019, subject to continued service to the issuer through each vesting date. This restricted stock unit grant is subject to accelerated vesting in the event that the recipient is subject to a qualified termination within a specified period of time prior to or following the closing of a change in control transaction. |
5. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. |
6. Grant to the reporting person of a restricted stock unit under the 2013 Plan. Represents the portion (75%) of the total restricted stock unit grant that remains unvested. The restricted stock unit grant vests in three equal installments on each of December 3, 2017, December 3, 2018 and December 3, 2019, subject to continued service to the issuer through each vesting date. This restricted stock unit grant is subject to accelerated vesting in the event that the recipient is subject to a qualified termination within a specified period of time prior to or following the closing of a change in control transaction. |
7. Grant to the reporting person of a restricted stock unit under the 2013 Plan. Represents the portion (75%) of the total restricted stock unit grant that remains unvested. The restricted stock unit grant vests in three equal installments on each of February 14, 2018, February 14, 2019 and February 14, 2020, subject to continued service to the issuer through each vesting date. This restricted stock unit grant is subject to accelerated vesting in the event that the recipient is subject to a qualified termination within a specified period of time prior to or following the closing of a change in control transaction. |
8. Grant to the reporting person of a restricted stock unit under the 2013 Plan. 25% of the total shares underlying the restricted stock unit grant vest on each of April 29, 2017, April 29, 2018, April 29, 2019 and April 29, 2020, subject to continued service to the issuer through each vesting date. This restricted stock unit grant is subject to accelerated vesting in the event that the recipient is subject to a qualified termination within a specified period of time prior to or following the closing of a change in control transaction. |
9. Grant to the reporting person of a restricted stock unit under the 2013 Plan. 25% of the total shares underlying the restricted stock unit grant vest on each of February 14, 2018, February 14, 2019, February 14, 2020 and February 14, 2021, subject to continued service to the issuer through each vesting date. This restricted stock unit grant is subject to accelerated vesting in the event that the recipient is subject to a qualified termination within a specified period of time prior to or following the closing of a change in control transaction. |
10. Grant to the reporting person of a restricted stock unit under the 2013 Plan. 50% of the total shares underlying the restricted stock unit grant vest on each of February 14, 2018 and February 14, 2019, subject to continued service to the issuer through each vesting date. This restricted stock unit grant is subject to accelerated vesting in the event that the recipient is subject to a qualified termination within a specified period of time prior to or following the closing of a change in control transaction. |
Remarks: |
Exhibit List - Exhibit 24 - Power of Attorney |
/s/ Aaron Saltz, Attorney-in-Fact | 03/10/2017 | |
** 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 5 (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. |