SEC Form 4 · accession 0001372375-15-000005

Millennial Media Inc. · MM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The security represents restricted stock units granted to the reporting person. Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer.
• F2The restricted stock units were granted to the reporting person under the issuer's 2012 Equity Incentive Plan in connection with the issuer's non-employee director compensation policy. As a continuing director of the issuer who has been serving for at least 12 months, the reporting person was awarded a number of restricted stock units equal to $100,000 divided by $1.60, the closing price of the issuer's common stock on the date of grant. One-fourth of the shares underlying this restricted stock unit award vests quarterly starting on April 1, 2015, subject to the reporting person's service as a director on the applicable vesting date.
• F3The reporting person is a director of NEA 13 GP, LTD, the sole general partner of NEA Partners 13, L.P., the sole general partner of New Enterprise Associates 13, L.P. ("NEA 13"), which is the direct beneficial owner of the securities. The reporting person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 13 shares in which the reporting person has no pecuniary interest.