SEC Form 4 · accession 0001209191-16-156364
TUBEMOGUL INC · TUBE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
William B Elmore
Other
Paul G Koontz
Other
Michael N Schuh
Other
Paul R Holland
Other
Warren M Weiss
Other
Charles Moldow
Other
Period of report
Dec 19, 2016
Accepted (ET)
Dec 21, 2016 · 5:49 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 | 29,117 | $14.00 | D | 0 | I | By Holland/Yates Family Trust dtd 7/23/1999 |
| Common StockF4 | Dec 19, 2016 | U | 4,435 | $14.00 | D | 0 | I | By The Holland Childrens Trust |
| Common StockF5 | Dec 19, 2016 | U | 7,110 | $14.00 | D | 0 | I | By Koontz Revocable Trust U/A/D 6/29/1998 |
| Common StockF6 | Dec 19, 2016 | U | 14,905 | $14.00 | D | 0 | I | By Michael N. & Mary G. Schuh 1990 Family Trust |
| Common Stock | Dec 19, 2016 | U | 9,072 | $14.00 | D | 0 | I | By William B. Elmore Gift Fund |
| Common StockF7 | Dec 19, 2016 | U | 13,749 | $14.00 | D | 0 | I | By William B. Elmore Revocable Trust |
| Common StockF8 | Dec 19, 2016 | U | 24,690 | $14.00 | D | 0 | I | By Elmore Family Investments B, LP |
| Common StockF9 | Dec 19, 2016 | U | 12,975 | $14.00 | D | 0 | I | By Vassallo Family Revocable Trust dated 7/15/02 |
| Common StockF10 | Dec 19, 2016 | U | 4,440 | $14.00 | D | 0 | I | By Moldow Family Trust dated 11/11/2003 |
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, 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 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.
- F10The shares were held by the Moldow Family Trust dated 11/11/2003 (the "Moldow Family Trust"). Charles Moldow is a trustee of the Moldow Family Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Moldow Family Trust except to the extent of his proportionate pecuniary interest therein.
- F2Foundation Capital Management Co. VI, L.L.C. is the sole general partner of Foundation Capital VI, L.P. and the 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. 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, L.L.C., 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, L.L.C. 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 the Holland/Yates Family Trust dtd 7/23/1999 (the "Holland Family Trust"). Paul R. Holland is a trustee of the Holland Family Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Holland Family Trust except to the extent of his proportionate pecuniary interest therein.
- F4The shares were held by The Holland Children's Trust (the "Holland Children's Trust"). Paul R. Holland is a trustee of the Holland Children's Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Holland Children's Trust except to the extent of his proportionate pecuniary interest therein.
- F5The shares were held by the Koontz Revocable Trust U/A/D 6/29/1998 (the "Koontz Trust"). Paul G. Koontz is a trustee of the Koontz Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Koontz Trust except to the extent of his proportionate pecuniary interest therein.
- F6The shares were held by the Michael N. & Mary G. Schuh 1990 Family Trust (the "Schuh Trust"). Michael N. Schuh is a trustee of the Schuh Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Schuh Trust except to the extent of his proportionate pecuniary interest therein
- F7The shares were held by the William B. Elmore Revocable Trust (the "Elmore Trust"). William B. Elmore is a trustee of the Elmore Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Elmore Trust except to the extent of his proportionate pecuniary interest therein.
- F8The shares were held by Elmore Family Investments B, LP (the "Elmore Partnership"). William B. Elmore is a general partner of the Elmore Partnership. The Reporting Person disclaims beneficial ownership of the shares held by the Elmore Partnership except to the extent of his proportionate pecuniary interest therein.
- F9The shares were held by the Vassallo Family Revocable Trust dated 7/15/02 (the "Vassallo Trust"). Steve P. Vassallo is a trustee of the Vassallo Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Vassallo Trust except to the extent of his proportionate pecuniary interest therein.
Remarks
Filing 1 of 2: see Form 4 for Foundation Capital Management Co. VI, L.L.C. for additional members of this joint filing.