SEC Form 4 · accession 0001612895-16-000014

TUBEMOGUL INC · TUBE

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

Reporting owner

Keith Eadie

Officer — Chief Strategy Officer

Period of report

Dec 19, 2016

Accepted (ET)

Dec 21, 2016 · 9:57 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 Stock^F1	Dec 19, 2016	U	270	$14.00	D	44,158	D
Common Stock	Dec 19, 2016	D	44,158	$0.00	D	0	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)^F3	$0.02	Dec 19, 2016	D	1,500	D	—	Oct 18, 2017	Common Stock	1,500	D
Employee Stock Option (right to buy)^F3	$0.60	Dec 19, 2016	D	24,513	D	—	Dec 8, 2021	Common Stock	24,513	D
Employee Stock Option (right to buy)^F3	$0.70	Dec 19, 2016	D	21,700	D	—	Apr 19, 2022	Common Stock	21,700	D
Employee Stock Option (right to buy)^F3	$0.60	Dec 19, 2016	D	20,000	D	—	Oct 12, 2020	Common Stock	20,000	D
Employee Stock Option (right to buy)^F3	$0.60	Dec 19, 2016	D	15,000	D	—	Dec 9, 2020	Common Stock	15,000	D
Employee Stock Option (right to buy)^F4	$7.10	Dec 19, 2016	D	25,000	D	—	Jan 21, 2024	Common Stock	25,000	D
Employee Stock Option (right to buy)^F6	$17.04	Dec 19, 2016	D	123,250	D	—	Nov 12, 2024	Common Stock	123,250	D

Explanation of responses

F1Of the reported shares, 44,158 shares are represented by RSUs.
F2Pursuant 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.
F3Option is fully vested and immediately exercisable. Pursuant to the terms of the Merger Agreement, 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.
F4Pursuant to the terms of the Merger Agreement, 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 was canceled and converted into the right to receive an Adobe stock option using the applicable exchange rate.
F5This stock option is being cancelled pursuant to the terms of the Merger Agreement.
F6The 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.