1
|
NAME OF REPORTING PERSON
AVI CAPITAL YANKEE, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,749,515
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,749,515
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,749,515
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
AVI CAPITAL PARTNERS, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
54,233
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
54,233
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,233
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
AVI PARTNERS, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,803,748
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,803,748
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,803,748
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
AVI MANAGEMENT, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,803,748
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
1,803,748
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,803,748
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
JAMES A. DUNN, JR.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
1,803,748
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,803,748
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,803,748
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
DARREN C. WALLIS
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
1,803,748
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
1,803,748
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,803,748
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
|
(i)
|
AVI Capital Yankee, LP, a Delaware limited partnership ("AVI Yankee"), with respect to the Shares directly owned by it;
|
|
(ii)
|
AVI Capital Partners, LP, a Delaware limited partnership ("AVI LP"), with respect to the Shares directly owned by it;
|
|
(iii)
|
AVI Partners, LLC, a Delaware limited liability company (“AVI Partners”), as the general partner of each of AVI Yankee and AVI LP;
|
|
(iv)
|
AVI Management, LLC, a Delaware limited liability company (“AVI Management”), as the investment manager of each of AVI Yankee and AVI LP;
|
|
(v)
|
James A. Dunn, Jr., as a managing partner of AVI Partners and a managing member of AVI Management; and
|
|
(vi)
|
Darren C. Wallis, as a managing partner of AVI Partners and a managing member of AVI Management.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
AVI Yankee
|
|
(a)
|
As of the close of business on January 14, 2015, AVI Yankee beneficially owned 1,749,515 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,749,515
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,749,515
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by AVI Yankee during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
AVI LP
|
|
(a)
|
As of the close of business on January 14, 2015, AVI LP beneficially owned 54,233 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 54,233
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 54,233
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by AVI LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
AVI Partners
|
|
(a)
|
AVI Partners, as the general partner of each of AVI Yankee and AVI LP, may be deemed to beneficially own the 1,803,748 Shares owned in the aggregate by AVI Yankee and AVI LP.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,803,748
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,803,748
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
AVI Partners has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of AVI Yankee and AVI LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
AVI Management
|
|
(a)
|
AVI Management, as the investment manager of each of AVI Yankee and AVI LP, may be deemed to beneficially own the 1,803,748 Shares owned in the aggregate by AVI Yankee and AVI LP.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,803,748
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 1,803,748
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
AVI Management has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of AVI Yankee and AVI LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
Messrs. Dunn and Wallis
|
|
(a)
|
Each of Messrs. Dunn and Wallis, as a managing partner of AVI Partners and a managing member of AVI Management, may be deemed to beneficially own the 1,803,748 Shares owned in the aggregate by AVI Yankee and AVI LP.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 1,803,748
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 1,803,748
|
|
(c)
|
None of Messrs. Dunn or Wallis has entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of AVI Yankee and AVI LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
|
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
|
|
(e)
|
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Joint Filing Agreement by and among AVI Capital Yankee, LP, AVI Capital Partners, LP, AVI Partners, LLC, AVI Management, LLC, James A. Dunn, Jr. and Darren C. Wallis, dated January 15, 2015.
|
|
99.2
|
Power of Attorney.
|
Dated: January 15, 2015
|
AVI CAPITAL YANKEE, LP
|
||
By:
|
AVI Partners, LLC,
its general partner
|
||
By:
|
/s/ Darren C. Wallis
|
||
Name:
|
Darren C. Wallis
|
||
Title:
|
Managing Partner
|
AVI CAPITAL PARTNERS, LP
|
|||
By:
|
AVI Partners, LLC,
its general partner
|
||
By:
|
/s/ Darren C. Wallis
|
||
Name:
|
Darren C. Wallis
|
||
Title:
|
Managing Partner
|
AVI PARTNERS, LLC
|
|||
By:
|
/s/ Darren C. Wallis
|
||
Name:
|
Darren C. Wallis
|
||
Title:
|
Managing Partner
|
AVI MANAGEMENT, LLC
|
|||
By:
|
/s/ Darren C. Wallis
|
||
Name:
|
Darren C. Wallis
|
||
Title:
|
Managing Member
|
/s/ Darren C. Wallis
|
|
DARREN C. WALLIS
Individually and as attorney-in-fact for James A. Dunn, Jr.
|
Shares of Common Stock
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase/(Sale)
|
46,809
|
5.2064
|
11/17/2014
|
33,500
|
5.2487
|
11/18/2014
|
70,840
|
5.1573
|
11/19/2014
|
25,000
|
5.2459
|
11/20/2014
|
3,998
|
5.2994
|
11/21/2014
|
25,000
|
5.4698
|
11/24/2014
|
27,600
|
5.5349
|
11/25/2014
|
31,381
|
5.4329
|
11/26/2014
|
10,000
|
5.4198
|
11/28/2014
|
30,000
|
5.3933
|
12/01/2014
|
20,000
|
5.2990
|
12/02/2014
|
24,600
|
5.1832
|
12/03/2014
|
11,131
|
5.0760
|
12/04/2014
|
24,907
|
5.0774
|
12/05/2014
|
20,822
|
5.0587
|
12/08/2014
|
18,700
|
5.0040
|
12/09/2014
|
25,124
|
4.9922
|
12/10/2014
|
79,836
|
4.9987
|
12/11/2014
|
7,378
|
5.0010
|
12/12/2014
|
11,328
|
5.0458
|
12/15/2014
|
36,898
|
5.0046
|
12/16/2014
|
40,000
|
5.0226
|
12/17/2014
|
25,000
|
5.0775
|
12/18/2014
|
32,835
|
5.1077
|
12/19/2014
|
18,046
|
5.0874
|
12/22/2014
|
15,150
|
4.9812
|
12/23/2014
|
35,698
|
5.0165
|
12/26/2014
|
33,343
|
4.8521
|
12/29/2014
|
1,500
|
4.7600
|
12/30/2014
|
5,500
|
4.9426
|
12/31/2014
|
14,200
|
5.0850
|
01/02/2015
|
16,287
|
5.0021
|
01/05/2015
|
31,599
|
4.8813
|
01/06/2015
|
14,060
|
4.8138
|
01/07/2015
|
23,051
|
4.9092
|
01/08/2015
|
21,329
|
4.9423
|
01/09/2015
|
23,340
|
4.9748
|
01/12/2015
|
24,000
|
5.0384
|
01/13/2015
|
19,612
|
5.0057
|
01/14/2015
|
20,821
|
5.0590
|
12/08/2014
|
20,700
|
5.0038
|
12/09/2014
|
2,312
|
4.9787
|
12/16/2014
|
400
|
5.0200
|
12/18/2014
|
10,000
|
4.9780
|
12/23/2014
|
Dated: January 15, 2015
|
AVI CAPITAL YANKEE, LP
|
||
By:
|
AVI Partners, LLC,
its general partner
|
||
By:
|
/s/ Darren C. Wallis
|
||
Name:
|
Darren C. Wallis
|
||
Title:
|
Managing Partner
|
AVI CAPITAL PARTNERS, LP
|
|||
By:
|
AVI Partners, LLC,
its general partner
|
||
By:
|
/s/ Darren C. Wallis
|
||
Name:
|
Darren C. Wallis
|
||
Title:
|
Managing Partner
|
AVI PARTNERS, LLC
|
|||
By:
|
/s/ Darren C. Wallis
|
||
Name:
|
Darren C. Wallis
|
||
Title:
|
Managing Partner
|
AVI MANAGEMENT, LLC
|
|||
By:
|
/s/ Darren C. Wallis
|
||
Name:
|
Darren C. Wallis
|
||
Title:
|
Managing Member
|
/s/ Darren C. Wallis
|
|
DARREN C. WALLIS
Individually and as attorney-in-fact for James A. Dunn, Jr.
|
|
(1)
|
execute for and on behalf of the undersigned Schedules 13D in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the “Exchange Act”) and if applicable, Forms 3, 4 and 5 in accordance with Section 16 of the Exchange Act relating to YuMe, Inc. (the “Company”); and
|
|
(2)
|
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
|
|
(3)
|
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
|
/s/ James A. Dunn, Jr.
|
|
JAMES A. DUNN, JR.
|