SEC Form 4 · accession 0001209191-16-156381
TUBEMOGUL INC · TUBE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Lawrence K Orr
Other
Augustus O Tai
Other
TVL Management CORP
Other
Noel J Fenton
Other
Fred Wang
Other
Trinity TVL X, LLC
Other
Dan Scholnick
Other
Period of report
Dec 19, 2016
Accepted (ET)
Dec 21, 2016 · 7:06 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 StockF4 | Dec 19, 2016 | U | 6,496 | $14.00 | D | 0 | I | By Daniel Scholnick |
| Common StockF5 | Dec 19, 2016 | U | 8,539 | $14.00 | D | 0 | I | By Fenton Family 1994 Trust |
| Common StockF6 | Dec 19, 2016 | U | 9,776 | $14.00 | D | 0 | I | By Lederer-Orr Family Trust |
| Common StockF7 | Dec 19, 2016 | U | 12,603 | $14.00 | D | 0 | I | By Tai Family Trust |
| Common StockF8 | Dec 19, 2016 | U | 1,941 | $14.00 | D | 0 | I | By Wang Family Trust |
| Common StockF9 | Dec 19, 2016 | U | 1,936 | $14.00 | D | 0 | I | By Mehandru Nguyen Revocable Trust Dated October 30, 2015 |
| Common StockF3,F10 | Dec 19, 2016 | U | 2,748 | $14.00 | D | 0 | I | By TVL Management Corporation |
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 Trinity TVL Management Corporation.
- 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. Trinity TVL X, LLC disclaims beneficial ownership of the shares held by the aforementioned entities except to the extent of its pecuniary interest therein.
- F3Lawrence 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.
- F4The shares were held by Daniel Scholnick.
- F5The shares were 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.
- F6The shares were 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.
- F7The shares were 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.
- F8The shares were 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.
- F9The shares were 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.
Remarks
Filing 1 of 2: see Form 4 for Trinity Ventures X, L.P. for additional members of this joint filing.