SEC Form 4 · accession 0001209191-16-104625
TUBEMOGUL INC · TUBE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patricia Nakache
10% Owner
Period of report
Feb 29, 2016
Accepted (ET)
Mar 2, 2016 · 5:16 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001449278
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF3,F4 | Feb 29, 2016 | J | 292,250 | $0.00 | D | 5,260,499 | I | By Trinity Ventures X, L.P. |
| Common StockF3,F4 | Feb 29, 2016 | J | 2,826 | $0.00 | D | 50,870 | I | By Trinity X Entrepreneurs' Fund, L.P. |
| Common StockF3,F4 | Feb 29, 2016 | J | 1,655 | $0.00 | D | 29,789 | I | By Trinity X Side-By-Side Fund, L.P. |
| Common StockF3,F4 | Feb 29, 2016 | J | 2,922 | $0.00 | A | 2,922 | I | By Trinity TVL X, LLC |
| Common StockF3,F4 | Feb 29, 2016 | J | 2,922 | $0.00 | D | 0 | I | By Trinity TVL X, LLC |
| Common StockF4,F9 | Feb 29, 2016 | J | 110 | $0.00 | A | 2,418 | I | By TVL Management Corporation |
| Common StockF4,F10 | Feb 29, 2016 | J | 522 | $0.00 | A | 522 | I | By Gordon/Nakache Family Trust |
| Common StockF12,F4,F10 | Mar 1, 2016 | S | 522 | $12.95 | D | 0 | I | By Gordon/Nakache Family Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Trinity Ventures X, L.P. without consideration to its limited partners and its general partner, Trinity TVL X, LLC.
- F10The shares are held by the Gordon/Nakache Family Trust (the "Nakache Family Trust"). Ms. Nakache is a trustee of the Nakache Family Trust. Ms. Nakache disclaims beneficial ownership of the shares held by the Nakache Family Trust except to the extent of her proportionate pecuniary interest therein.
- F11The sales were effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on September 14, 2015.
- F12Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $12.40 to $13.29 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
- F2The transactions being reported were effected pursuant to a Rule 10b5-1 plan adopted on September 14, 2015.
- F3Trinity 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.
- F4Ms. Nakache is a management member 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. Ms. Nakache serves as an officer of Trinity TVL Management Corporation. Ms. Nakache disclaims beneficial ownership of the shares held by the aforementioned entities except to the extent of her pecuniary interest therein.
- F5Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Trinity X Entrepreneurs' Fund, L.P. without consideration to its limited partners.
- F6Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Trinity X Side-By-Side Fund, L.P. without consideration to its limited partners.
- F7Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by Trinity Ventures X, L.P. described in footnote 1.
- F8Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Trinity TVL X, LLC without consideration to its members.
- F9The shares are held by Trinity TVL Management Corporation.