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* GOODMAN ROBERT P (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 (Street) LARCHMONT NY 10538 (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) X Director 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) X Form filed by One Reporting Person 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/03/2012		C		0(1)(2)	A	(3)	0(1)(2)	I	By Funds(2)(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A-1 Convertible Preferred Stock	(3)	04/03/2012		C			0	(3)	(3)	Common Stock	0	$0.00	0	I	By Funds(2)(5)
Series A-2 Convertible Preferred Stock	(3)	04/03/2012		C			0	(3)	(3)	Common Stock	0	$0.00	0	I	By Funds(2)(6)
Series B Convertible Preferred Stock	(3)	04/03/2012		C			0	(3)	(3)	Common Stock	0	$0.00	0	I	By Funds(2)(7)
Series C Convertible Preferred Stock	(3)	04/03/2012		C			0	(3)	(3)	Common Stock	0	$0.00	0	I	By Funds(2)(8)
Series D Convertible Preferred Stock	(3)	04/03/2012		C			0	(3)	(3)	Common Stock	0	$0.00	0	I	By Funds(2)(9)

Explanation of Responses:

1. The 13,500,231 shares held by the Funds, as of the date hereof, were received upon conversion of shares of Series A-1, Series A-2, Series B, Series C and Series D convertible preferred stock.

2. The reporting person is one of several executive managers and a member of Deer VI & Co LLC ("Deer VI"), the general partner of each of the Funds, and disclaims beneficial ownership of the securities, except to the extent of his pecuniary interest therein, if any, by virtue of his interest in Deer VI and his indirect limited partnership interest in BVP Co-Investment. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities.

3. 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.

4. As of the date hereof, 10,010,551 shares are held by Bessemer Venture Partners VI, L.P. ("BVP VI"), 3,362,330 shares are held by Bessemer Venture Partners Co-Investment, L.P. ("BVP Co-Investment") and 127,350 shares are held by Bessemer Venture Partners VI Institutional, L.P. ("BVP Institutional," and together with BVP VI and BVP Co-Investment, the "Funds").

5. 2,162,195 shares were held by BVP VI, 728,050 shares were held by BVP Co-Investment and 36,585 shares were held by BVP Institutional.

6. 3,489,935 shares were held by BVP VI, 1,175,125 shares were held by BVP Co-Investment and 59,050 shares were held by BVP Institutional.

7. 1,874,480 shares were held by BVP VI, 631,175 shares were held by BVP Co-Investment and 31,715 shares were held by BVP Institutional.

8. 672,477 shares were held by BVP VI and 224,159 shares were held by BVP Co-Investment.

9. 1,811,464 shares were held by BVP VI and 603,821 shares were held by BVP Co-Investment.

Remarks:

	/s/ Brian F. Leaf, Attorney-in-fact	04/04/2012
	** 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).
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