SEC Form 4 · accession 0001209191-16-122997
TUBEMOGUL INC · TUBE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
FOUNDATION CAPITAL VI LP
10% Owner · Other
Foundation Capital VI Principals Fund, LLC
10% Owner · Other
Foundation Capital Management Co. VI, LLC
10% Owner · Other
Period of report
May 23, 2016
Accepted (ET)
May 24, 2016 · 5:36 pm EDT
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 StockF2 | May 23, 2016 | J | 390,000 | $0.00 | D | 6,628,097 | I | Foundation Capital VI, L.P. |
| Common StockF2 | May 23, 2016 | J | 100,425 | $0.00 | A | 100,425 | I | Foundation Capital Management Co. VI, L.L.C. |
| Common StockF2 | May 23, 2016 | J | 100,425 | $0.00 | D | 0 | I | Foundation Capital Management Co. VI, L.L.C. |
| Common StockF5 | May 23, 2016 | J | 268 | $0.00 | A | 268 | I | By Foundation Capital LLC |
| Common StockF5 | May 24, 2016 | S | 268 | $12.56 | D | 0 | I | By Foundation Capital LLC |
| Common StockF2 | holding | — | — | — | 82,732 | I | Foundation Capital VI Principals Fund, LLC |
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 Foundation Capital VI, L.P. effected following the close of the trading market on May 23, 2016 without consideration to its limited partners and its general partner, Foundation Capital Management Co. VI, L.L.C.
- F2Foundation Capital Management Co. VI, LLC is the sole manager of Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC and has sole voting and investment power with respect to the shares held by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. William B.Elmore, Paul G. Koontz, Michael N. Schuh, Paul R. Holland, Steve P. Vassallo, Charles P. Moldow and Warren M. Weiss are managing members of Foundation Capital Management Co. VI, LLC, and may be deemed to share voting and investment power over the shares owned by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. Each of the managing members of Foundation Capital Management Co. VI, LLC disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his or her pecuniary interest therein.
- F3Represents 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 Foundation Capital VI, L.P. described in footnote 1 above.
- F4Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital Management Co. VI, LLC effected following the close of the trading market on May 23, 2016 without consideration to its members.
- F5Paul R. Holland, Warren M. Weiss, Charles Moldow, Steve Vassallo and Ashu Garg are managers of Foundation Capital, LLC. Foundation Capital, LLC is under common control with Foundation Capital Management Co. VI, LLC. As such, each of the managers may be deemed to share voting and investment power over the shares owned by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. Each of the managers disclaim beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.
- F6On 5/24/2016, Foundation Capital, LLC sold 268 shares of stock.