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* CHOPRA AJAY (Last) (First) (Middle) 2480 SAND HILL ROAD, SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TUBEMOGUL INC [ TUBE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/31/2016
	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	08/31/2016		J(1)(2)		292,250	D	$0.00	4,383,749	I	By Trinity Ventures X, L.P.(3)(4)
Common Stock	08/31/2016		J(2)(5)		2,826	D	$0.00	42,392	I	By Trinity X Entrepreneurs' Fund, L.P.(3)(4)
Common Stock	08/31/2016		J(2)(6)		1,655	D	$0.00	24,824	I	By Trinity X Side-By-Side Fund, L.P.(3)(4)
Common Stock	08/31/2016		J(2)(7)		2,922	A	$0.00	2,922	I	By Trinity TVL X, LLC(3)(4)
Common Stock	08/31/2016		J(2)(8)		2,922	D	$0.00	0	I	By Trinity TVL X, LLC(3)(4)
Common Stock	08/31/2016		J(2)(8)		110	A	$0.00	2,748	I	By TVL Management Corporation(4)(9)
Common Stock	08/31/2016		J(2)(6)(8)		577	A	$0.00	10,708	I	By Chopra/Banerjee Revocable Trust(4)(10)
Common Stock								11,243	D

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. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Trinity Ventures X, L.P. without consideration to its limited partners and its general partner, Trinity TVL X, LLC.

2. The transactions being reported were effected pursuant to a Rule 10b5-1 plan adopted on September 14, 2015.

3. 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.

4. Mr. Chopra 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. Mr. Chopra serves as an officer of Trinity TVL Management Corporation. Mr. Chopra disclaims beneficial ownership of the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.

5. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Trinity X Entrepreneurs' Fund, L.P. without consideration to its limited partners.

6. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Trinity X Side-By-Side Fund, L.P. without consideration to its limited partners.

7. Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by Trinity Ventures X, L.P. described in footnote 1.

8. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Trinity TVL X, LLC without consideration to its members.

9. The shares are held by Trinity TVL Management Corporation.

10. The shares are held by the Chopra/Banerjee Revocable Trust (the "Chopra Family Trust"). Mr. Chopra is a trustee of the Chopra Family Trust. Mr. Chopra disclaims beneficial ownership of the shares held by the Chopra Family Trust except to the extent of his proportionate pecuniary interest therein.

Remarks:

	/s/ Ajay Chopra	09/02/2016
	** 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).
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