SEC Form 4 · accession 0001209191-16-139896
TUBEMOGUL INC · TUBE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Lawrence K Orr
10% Owner
Augustus O Tai
10% Owner
TVL Management CORP
10% Owner
Noel J Fenton
10% Owner
Fred Wang
10% Owner
Trinity X Side-By-Side Fund, L.P.
10% Owner
Trinity TVL X, LLC
10% Owner
Trinity X Entrepreneurs' Fund, L.P.
10% Owner
Dan Scholnick
10% Owner
Period of report
Aug 31, 2016
Accepted (ET)
Sep 2, 2016 · 7:54 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 StockF3,F4 | Aug 31, 2016 | J | 292,250 | $0.00 | D | 4,383,749 | I | By Trinity Ventures X, L.P. |
| Common StockF3,F4 | Aug 31, 2016 | J | 2,826 | $0.00 | D | 42,392 | I | By Trinity X Entrepreneurs' Fund, L.P. |
| Common StockF3,F4 | Aug 31, 2016 | J | 1,655 | $0.00 | D | 24,824 | I | By Trinity X Side-By-Side Fund, L.P. |
| Common StockF3,F4 | Aug 31, 2016 | J | 2,922 | $0.00 | A | 2,922 | I | By Trinity TVL X, LLC |
| Common StockF3,F4 | Aug 31, 2016 | J | 2,922 | $0.00 | D | 0 | I | By Trinity TVL X, LLC |
| Common StockF9 | Aug 31, 2016 | J | 262 | $0.00 | A | 6,496 | I | By Daniel Scholnick |
| Common StockF10 | Aug 31, 2016 | J | 633 | $0.00 | A | 8,539 | I | By Fenton Family 1994 Trust |
| Common StockF11 | Aug 31, 2016 | J | 682 | $0.00 | A | 9,776 | I | By Lederer-Orr Family Trust |
| Common StockF12 | Aug 31, 2016 | J | 796 | $0.00 | A | 12,603 | I | By Tai Family Trust |
| Common StockF13 | Aug 31, 2016 | J | 647 | $0.00 | A | 1,941 | I | By Wang Family Trust |
| Common StockF14 | Aug 31, 2016 | J | 78 | $0.00 | A | 1,936 | I | By Mehandru Nguyen Revocable Trust Dated October 30, 2015 |
| Common StockF4,F15 | Aug 31, 2016 | J | 110 | $0.00 | A | 2,748 | I | By TVL Management Corporation |
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 Fenton Family 1994 Trust (the "Fenton Family Trust"). Mr. Fenton is a trustee of the Fenton Family Trust. Mr. Fenton disclaims beneficial ownership of the shares held by the Fenton Family Trust except to the extent of his proportionate pecuniary interest therein.
- F11The shares are held by the Lederer-Orr Family Trust (the "Lederer-Orr Family Trust"). Mr. Orr is a trustee of the Lederer-Orr Family Trust. Mr. Orr disclaims beneficial ownership of the shares held by the Lederer-Orr Family Trust except to the extent of his proportionate pecuniary interest therein.
- F12The shares are held by the Tai Family Trust (the "Tai Family Trust"). Mr. Tai is a trustee of the Tai Family Trust. Mr. Tai disclaims beneficial ownership of the shares held by the Tai Family Trust except to the extent of his proportionate pecuniary interest therein.
- F13The shares are held by the Wang Family Trust (the "Wang Family Trust"). Mr. Wang is a trustee of the Wang Family Trust. Mr. Wang disclaims beneficial ownership of the shares held by the Wang Family Trust except to the extent of his proportionate pecuniary interest therein.
- F14The shares are held by the Mehandru Nguyen Revocable Trust Dated October 30, 2015 (the "Mehandru Nguyen Trust"). Mr. Mehandru is a trustee of the Mehandru Nguyen Trust. Mr. Mehandru disclaims beneficial ownership of the shares held by the Mehandru Nguyen Trust except to the extent of his proportionate pecuniary interest therein.
- F15The shares are held by Trinity TVL Management Corporation.
- 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. Trinity TVL X, LLC disclaims beneficial ownership of the shares held by the aforementioned entities except to the extent of its pecuniary interest therein.
- F4Lawrence K. Orr, Noel J. Fenton, Augustus O. Tai, Fred Wang, Patricia Nakache, Ajay Chopra, TVL Management Corporation, Karan Mehandru, Daniel Scholnick and Nina C. Labatt are management members 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. Messrs. Chopra, Fenton, Orr, Tai, Scholnick, Mehandru and Wang and Ms. Nakache and Labatt serve as officers of TVL Management Corporation. Each of the Reporting Persons disclaims beneficial ownership of the shares held by the aforementioned entities except to the extent of his, her or its respective 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 Daniel Scholnick.
Remarks
Filing 1 of 2: see Form 4 for Trinity Ventures X, L.P. for additional members of this joint filing.