SEC Form 4 · accession 0001612892-16-000052

TUBEMOGUL INC · TUBE

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

Reporting owner

Eric Deeds

Officer — General Counsel and Secretary

Period of report

Dec 19, 2016

Accepted (ET)

Dec 21, 2016 · 9:56 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
Common Stock^F1	Dec 19, 2016	U	5,852	$14.00	D	186,834	D
Common Stock^F2	Dec 19, 2016	D	102,016	$14.00	D	80,844	D
Common Stock	Dec 19, 2016	D	80,844	$0.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (right to buy)^F5	$17.04	Dec 19, 2016	D	48,339	D	—	Nov 12, 2024	Common Stock	48,339	0	D
Employee Stock Option (right to buy)^F6	$2.32	Dec 19, 2016	D	11,327	D	—	Jun 10, 2023	Common Stock	11,327	0	D

Explanation of responses

F1Of the reported shares, 988 shares were acquired under the Issuer's Section 423 employee stock purchase plan on December 15, 2016 and 80,844 shares are represented by RSUs.
F2Of the reported shares, 80,844 shares are represented by RSUs.
F3Pursuant 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 awards assumed by Adobe will be replaced by Adobe RSU awards at the applicable exchange rate. The Adobe RSU awards will retain the same vesting schedule as the original Issuer RSU awards, subject to the Reporting Person's continued service to Adobe.
F4This stock option is being canceled pursuant to the terms of the Merger Agreement.
F5The canceled option provided for vesting of 1/48th of the shares subject to the option vested on 12/12/2014, and thereafter 1/48th of the shares vested monthly, subject to the Reporting Person's continued service to the Issuer through each vesting date.
F6Pursuant to the terms of the Merger Agreement, the stock 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.