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* Zachary George (Last) (First) (Middle) C/O CHARLES RIVER VENTURES ONE BROADWAY, 15TH FLOOR (Street) CAMBRIDGE MA 02142 (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) 04/26/2013
	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(1)	04/26/2013		A		14,599(2)	A	$0.00	16,635(3)	D
Common Stock								7,644,146(4)	I	By Funds(5)

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

Explanation of Responses:

1. This security represents restricted stock units granted to the reporting person. Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer. Pursuant to the terms of the Limited Partnership Agreement of Charles River Partnership XIII, LP ("CRP XIII LP"), as amended to date, Mr. Zachary is not entitled to retain the proceeds resulting from the sale of shares underlying the restricted stock units.

2. One-fourth of the shares underlying this restricted stock unit award were vested upon grant, with the remainder vesting in three equal installments on July 1, 2013, October 1, 2013 and January 1, 2014, subject to the reporting person's service as a director on the applicable vesting date. In addition, 50% of the then-unvested portion of the award will vest upon a change of control of the issuer.

3. On March 5, 2013 and March 14, 2013, CRP XIII LP distributed, for no consideration, shares of common stock of the issuer to its partners, including Charles River XIII GP, LP ("CR XIII GP LP"), which is the general partner of CRP XIII LP. On the same dates, CR XIII GP LP further distributed, for no consideration, the shares received to its partners, including Charles River XIII GP, LLC ("CR XIII GP LLC") which is the general partner of CR XIII GP, LP. On the same dates, CR XIII GP LLC further distributed, for no consideration, the shares received to its members (such transactions being referred to collectively as the "Distributions"). The Distributions were made in accordance with the exemption afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended. As a result of the Distributions, the reporting person received an aggregate of 2,036 shares of common stock, which are included in the reported total.

4. As of the date hereof, 7,435,447 shares are held by CRP XIII LP and 208,699 shares are held by Charles River Friends XIII-A, LP ("CRF XIII-A").

5. CR XIII GP LP is the general partner of CRP XIII LP. CR XIII GP LLC is the general partner of both CRF XIII-A and CR XIII GP LP. The reporting person is one of the managing members of CR XIII GP LLC and does not have sole voting or dispositive power with respect to the reported securities. Each of CR XIII GP LP, CR XIII GP LLC, and the reporting person 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.

Remarks:

	/s/ Brian F. Leaf, Attorney-in-fact	04/30/2013
	** 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.