SEC Form 4 · accession 0001612849-16-000042

TUBEMOGUL INC · TUBE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Brett Wilson

Officer — President, CEO & Director · Director

Period of report

Dec 19, 2016

Accepted (ET)

Dec 22, 2016 · 11:30 am EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001449278

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock	Dec 19, 2016	U	1,159,485	$14.00	D	D
Common Stock	Dec 19, 2016	U	18,500	$14.00	D	I	by Child A
Common Stock	Dec 19, 2016	U	18,500	$14.00	D	I	by Child B
Common Stock	Dec 19, 2016	U	18,500	$14.00	D	I	by Child C
Common Stock	Dec 19, 2016	U	250	$14.00	D	I	by Niece
Common Stock	Dec 19, 2016	U	250	$14.00	D	I	by Nephew
Common Stock	Dec 19, 2016	D	108,696	$0.00	D	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (right to buy)^F2	$0.20	Dec 19, 2016	D	50,000	D	—	Feb 18, 2020	Common Stock	50,000	D
Employee Stock Option (right to buy)^F2	$0.60	Dec 19, 2016	D	250,000	D	—	Dec 9, 2020	Common Stock	250,000	D
Employee Stock Option (right to buy)^F3	$2.76	Dec 19, 2016	D	215,252	D	—	Nov 11, 2023	Common Stock	215,252	D

Explanation of responses

F1Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated November 10, 2016, by and among Issuer, Adobe Systems Incorporated, a Delaware corporation ("Adobe") and Tiger Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Adobe, at the Effective Time (as defined in the Merger Agreement), Issuer RSU award assumed by Adobe will be replaced by an Adobe RSU award at the applicable exchange rate. The Adobe RSU award will retain the same vesting schedule as the original Issuer RSU award, subject to the Reporting Person's continued service to Adobe.
F2Option is fully vested and immediately exercisable. Pursuant to the terms of the Merger Agreement, at the Effective Time each outstanding and exercisable option to purchase shares of common stock of Issuer was canceled and converted into the right to receive an amount (subject to any applicable withholding tax) in cash equal to: (A) $14.00 per share minus (B) the exercise price per share of common stock of Issuer.
F3Pursuant to the terms of the Merger Agreement at the Effective Time, each outstanding and exercisable option to purchase shares of common stock of Issuer was canceled and converted into the right to receive an amount (subject to any applicable withholding tax) in cash equal to: (A) $14.00 per share minus (B) the exercise price per share of common stock of Issuer. The unvested portion of the option award was canceled and converted into the right to receive an Adobe stock option award at the applicable exchange rate. The Adobe stock option award will retain the same vesting schedule as the original Issuer stock option award, subject to the Reporting Person's continued service to Adobe.