SEC Form 4 · accession 0001209191-16-156380
TUBEMOGUL INC · TUBE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ajay Chopra
Director · Other
Period of report
Dec 19, 2016
Accepted (ET)
Dec 21, 2016 · 7:05 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,F3 | Dec 19, 2016 | U | 4,383,749 | $14.00 | D | 0 | I | By Trinity Ventures X, L.P. |
| Common StockF2,F3 | Dec 19, 2016 | U | 42,392 | $14.00 | D | 0 | I | By Trinity X Entrepreneurs' Fund, L.P. |
| Common StockF2,F3 | Dec 19, 2016 | U | 24,824 | $14.00 | D | 0 | I | By Trinity X Side-By-Side Fund, L.P. |
| Common StockF3,F4 | Dec 19, 2016 | U | 2,748 | $14.00 | D | 0 | I | By TVL Management Corporation |
| Common StockF3,F5 | Dec 19, 2016 | U | 3,174 | $14.00 | D | 8,069 | I | By Chopra/Banerjee Revocable Trust |
| Common StockF3,F5 | Dec 19, 2016 | D | 8,069 | $14.00 | D | 0 | I | By Chopra/Banerjee Revocable Trust |
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").
- F2Trinity 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.
- F3Mr. Chopra 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. Mr. Chopra serves as an officer of Trinity TVL Management Corporation. Mr. Chopra disclaims beneficial ownership of the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.
- F4The shares were held by Trinity TVL Management Corporation.
- F5The shares were held by the Chopra/Banerjee Revocable Trust (the "Chopra Family Trust"). Mr. Chopra is a trustee of the Chopra Family Trust. Mr. Chopra disclaims beneficial ownership of the shares held by the Chopra Family Trust except to the extent of his proportionate pecuniary interest therein.
- F6In 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.