SEC Form 4 · accession 0001209191-16-131308

TUBEMOGUL INC · TUBE

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

Reporting owner

Patricia Nakache

10% Owner

Period of report

Jun 30, 2016

Accepted (ET)

Jul 5, 2016 · 7:08 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 Stock^F3,F4	Jun 30, 2016	J	292,250	$0.00	D	4,675,999	I	By Trinity Ventures X, L.P.
Common Stock^F3,F4	Jun 30, 2016	J	2,826	$0.00	D	45,218	I	By Trinity X Entrepreneurs' Fund, L.P.
Common Stock^F3,F4	Jun 30, 2016	J	1,655	$0.00	D	26,479	I	By Trinity X Side-By-Side Fund, L.P.
Common Stock^F3,F4	Jun 30, 2016	J	2,922	$0.00	A	2,922	I	By Trinity TVL X, LLC
Common Stock^F3,F4	Jun 30, 2016	J	2,922	$0.00	D	0	I	By Trinity TVL X, LLC
Common Stock^F4,F9	Jun 30, 2016	J	110	$0.00	A	2,638	I	By TVL Management Corporation
Common Stock^F4,F10	Jun 30, 2016	J	522	$0.00	A	522	I	By Gordon/Nakache Family Trust
Common Stock^F12,F10	Jul 1, 2016	S	522	$11.82	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 $11.60 to $11.89 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.