SEC Form 4 · accession 0001209191-16-156363
TUBEMOGUL INC · TUBE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ashu Garg
Director
Period of report
Dec 19, 2016
Accepted (ET)
Dec 21, 2016 · 5:48 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 StockF2 | Dec 19, 2016 | U | 5,848,097 | $14.00 | D | 0 | I | By Foundation Capital VI, L.P. |
| Common StockF3 | Dec 19, 2016 | U | 13,714 | $14.00 | D | 0 | I | By Ashu Garg and Pooja Malik Revocable Trust dated February 15, 2013 |
| Common Stock | Dec 19, 2016 | U | 3,174 | $14.00 | D | 8,069 | D | |
| Common Stock | Dec 19, 2016 | D | 8,069 | $14.00 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Disposed of pursuant to a cash tender offer conducted in accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated November 10, 2016, by and among the Issuer, Adobe Systems Incorporated, a Delaware corporation ("Adobe") and Tiger Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Adobe ("Purchaser") in exchange for cash consideration of $14.00 per share, net to the seller in cash, without interest thereon and subject to any required tax withholding. Pursuant to the Merger Agreement, the Purchaser merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger").
- F2Foundation Capital Management Co. VI, L.L.C. is the sole general partner of Foundation Capital VI, L.P. and sole manager of 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. The Reporting Person is a non-managing member of Foundation Capital Management Co. VI, L.L.C. The Reporting Person disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.
- F3The shares were held by Ashu Garg and Pooja Malik Revocable Trust dated February 15, 2013 (the "Garg Malik Trust"). Ashu Garg is a trustee of the Garg Malik Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Garg Malik Trust except to the extent of his proportionate pecuniary interest therein.
- F4In connection with the Merger, the vesting of restricted stock units for an aggregate of 8,069 shares was accelerated immediately prior to the effective time of the Merger, and in accordance with the Merger Agreement, these accelerated restricted stock units were cancelled and converted into the right to receive cash consideration of $14.00 per share, net to the seller in cash, without interest thereon and subject to any required tax withholding.