SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

CHOPRA AJAY

(Last)

(First)

(Middle)

2480 SAND HILL ROAD

SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/17/2014

3. Issuer Name and Ticker or Trading Symbol
TUBEMOGUL INC [ TUBE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	358,569	I	By Trinity Ventures X, L.P.⁽¹⁾⁽²⁾
Common Stock	3,284	I	By Trinity X Side-By-Side Fund, L.P.⁽¹⁾⁽²⁾
Common Stock	1,760	I	By Trinity X Entrepreneurs' Fund, L.P.⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock (Convertible)	⁽³⁾	⁽³⁾	Common Stock	99,646	⁽³⁾	I	By Trinity Ventures X, L.P.⁽¹⁾⁽²⁾
Series A Preferred Stock (Convertible)	⁽³⁾	⁽³⁾	Common Stock	565	⁽³⁾	I	By Trinity X Side-By-Side Fund, L.P.⁽¹⁾⁽²⁾
Series A Preferred Stock (Convertible)	⁽³⁾	⁽³⁾	Common Stock	930	⁽³⁾	I	Trinity X Entrepreneurs' Fund, L.P.⁽¹⁾⁽²⁾
Series A-1 Preferred Stock (Convertible)	⁽⁴⁾	⁽⁴⁾	Common Stock	3,378,826	⁽⁴⁾	I	By Trinity Ventures X, L.P.⁽¹⁾⁽²⁾
Series A-1 Preferred Stock (Convertible)	⁽⁴⁾	⁽⁴⁾	Common Stock	19,892	⁽⁴⁾	I	By Trinity X Side-By-Side Fund, L.P.⁽¹⁾⁽²⁾
Series A-1 Preferred Stock (Convertible)	⁽⁴⁾	⁽⁴⁾	Common Stock	30,867	⁽⁴⁾	I	Trinity X Entrepreneurs' Fund, L.P.⁽¹⁾⁽²⁾
Series B Preferred Stock (Convertible)	⁽⁵⁾	⁽⁵⁾	Common Stock	1,115,746	⁽⁵⁾	I	By Trinity Ventures X, L.P.⁽¹⁾⁽²⁾
Series B Preferred Stock (Convertible)	⁽⁵⁾	⁽⁵⁾	Common Stock	6,004	⁽⁵⁾	I	By Trinity X Side-By-Side Fund, L.P.⁽¹⁾⁽²⁾
Series B Preferred Stock (Convertible)	⁽⁵⁾	⁽⁵⁾	Common Stock	11,102	⁽⁵⁾	I	Trinity X Entrepreneurs' Fund, L.P.⁽¹⁾⁽²⁾
Series C Preferred Stock (Convertible)	⁽⁶⁾	⁽⁶⁾	Common Stock	840,571	⁽⁶⁾	I	By Trinity Ventures X, L.P.⁽¹⁾⁽²⁾
Series C Preferred Stock (Convertible)	⁽⁶⁾	⁽⁶⁾	Common Stock	4,192	⁽⁶⁾	I	By Trinity X Side-By-Side Fund, L.P.⁽¹⁾⁽²⁾
Series C Preferred Stock (Convertible)	⁽⁶⁾	⁽⁶⁾	Common Stock	7,783	⁽⁶⁾	I	Trinity X Entrepreneurs' Fund, L.P.⁽¹⁾⁽²⁾

Explanation of Responses:

1. Trinity 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.

2. The reporting person 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. The reporting person disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.

3. The Series A Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date.

4. The Series A-1 Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date.

5. The Series B Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date.

6. The Series C Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date.

Remarks:

	/s/ Ajay Chopra	07/17/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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