SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Columbia Capital IV, LLC

(Last)

(First)

(Middle)

C/O COLUMBIA CAPITAL

201 N. UNION STREET, SUITE 300

(Street)

ALEXANDRIA

22314

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Millennial Media Inc. [ MM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2012

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/03/2012		C		13,500,231⁽¹⁾	A	⁽²⁾	13,500,231⁽¹⁾	I	By Funds⁽³⁾⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Convertible Preferred Stock	⁽²⁾	04/03/2012		C			2,926,830⁽⁵⁾	⁽²⁾	⁽²⁾	Common Stock	2,926,830⁽⁵⁾	$0.00	0	I	By Funds⁽⁴⁾
Series A-2 Convertible Preferred Stock	⁽²⁾	04/03/2012		C			4,724,110⁽⁶⁾	⁽²⁾	⁽²⁾	Common Stock	4,724,110⁽⁶⁾	$0.00	0	I	By Funds⁽⁴⁾
Series B Convertible Preferred Stock	⁽²⁾	04/03/2012		C			2,537,370⁽⁷⁾	⁽²⁾	⁽²⁾	Common Stock	2,537,370⁽⁷⁾	$0.00	0	I	By Funds⁽⁴⁾
Series C Convertible Preferred Stock	⁽²⁾	04/03/2012		C			896,636⁽⁸⁾	⁽²⁾	⁽²⁾	Common Stock	896,636⁽⁸⁾	$0.00	0	I	By Funds⁽⁴⁾
Series D Convertible Preferred Stock	⁽²⁾	04/03/2012		C			2,415,285⁽⁹⁾	⁽²⁾	⁽²⁾	Common Stock	2,415,285⁽⁹⁾	$0.00	0	I	By Funds⁽⁴⁾

1. Name and Address of Reporting Person^*

Columbia Capital IV, LLC

(Last)

(First)

(Middle)

C/O COLUMBIA CAPITAL

201 N. UNION STREET, SUITE 300

(Street)

ALEXANDRIA

22314

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Columbia Capital Employee Investors IV, L.P.

(Last)

(First)

(Middle)

C/O COLUMBIA CAPITAL

201 N. UNION STREET, SUITE 300

(Street)

ALEXANDRIA

22314

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

COLUMBIA CAPITAL EQUITY PARTNERS IV QP L P

(Last)

(First)

(Middle)

C/O COLUMBIA CAPITAL

201 N. UNION STREET, SUITE 300

(Street)

ALEXANDRIA

22314

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

COLUMBIA CAPITAL EQUITY PARTNERS IV QPCO L P

(Last)

(First)

(Middle)

C/O COLUMBIA CAPITAL

201 N. UNION STREET, SUITE 300

(Street)

ALEXANDRIA

22314

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Columbia Capital Equity Partners IV, L.P.

(Last)

(First)

(Middle)

C/O COLUMBIA CAPITAL

201 N. UNION STREET, SUITE 300

(Street)

ALEXANDRIA

22314

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The total represents shares received upon conversion of shares of Series A-1, Series A-2, Series B, Series C and Series D convertible preferred stock.

2. Effective upon the closing of the issuer's initial public offering of its common stock, each share of convertible preferred stock automatically converted into one share of common stock. The convertible preferred stock had no expiration date.

3. The total includes 11,935,636 shares held by Columbia Capital Equity Partners IV (QP), L.P. ("CCIV (QP)"), 1,468,526 shares held by Columbia Capital Equity Partners IV (QPCO), L.P. ("CCIV (QPCO)") and 96,069 shares held by Columbia Capital Employee Investors IV, L.P. ("CCEI").

4. Columbia Capital Equity Partners IV, L.P. ("CCEP") is the general partner of CCIV (QP) and CCIV (QPCO). Columbia Capital IV, LLC ("CC") is the general partner of CCEP and CCEI. Each of CCEP, CC and James B. Fleming, Jr., Harry F. Hopper III and R. Phillip Herget, III, who control CC, may be deemed to beneficially own the reported securities, but each disclaims beneficial ownership of such reported securities except to the extent of its or his pecuniary interest therein. The filing of this statement by any reporting person shall not be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement.

5. The total includes 2,585,540 shares held by CCIV (QP), 318,120 shares held by CCIV (QPCO) and 23,170 shares held by CCEI.

6. The total includes 4,175,210 shares held by CCIV (QP), 513,705 shares held by CCIV (QPCO) and 35,195 shares held by CCEI.

7. The total includes 2,240,555 shares held by CCIV (QP), 275,670 shares held by CCIV (QPCO) and 21,145 shares held by CCEI.

8. The total includes 794,412 shares held by CCIV (QP), 97,741 shares held by CCIV (QPCO) and 4,483 shares held by CCEI.

9. The total includes 2,139,919 shares held by CCIV (QP), 263,290 shares held by CCIV (QPCO) and 12,076 shares held by CCEI.

Remarks:

	/s/ Donald A. Doering, Executive Vice President of Columbia Capital IV, LLC	04/03/2012
	/s/ Donald A. Doering, Executive Vice President of Columbia Capital IV, LLC, the General Partner of Columbia Capital Employee Investors IV, L.P.	04/03/2012
	/s/ Donald A. Doering, Executive Vice President of Columbia Capital IV, LLC, the General Partner of Columbia Capital Equity Partners IV, L.P., the General Partner of Columbia Capital Equity Partners IV (QP), L.P.	04/03/2012
	/s/ Donald A. Doering, Executive Vice President of Columbia Capital IV, LLC, the General Partner of Columbia Capital Equity Partners IV, L.P., the General Partner of Columbia Capital Equity Partners IV (QPCO), L.P.	04/03/2012
	/s/ Donald A. Doering, Executive Vice President of Columbia Capital IV, LLC, the General Partner of Columbia Capital Equity Partners IV, L.P.	04/03/2012
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.