SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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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. Date of Event Requiring Statement (Month/Day/Year)
03/28/2012

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,926,830	⁽¹⁾	I	By Funds⁽²⁾⁽³⁾
Series A-2 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	4,724,110	⁽¹⁾	I	By Funds⁽²⁾⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,537,370	⁽¹⁾	I	By Funds⁽²⁾⁽⁵⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	896,636	⁽¹⁾	I	By Funds⁽²⁾⁽⁶⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,415,285	⁽¹⁾	I	By Funds⁽²⁾⁽⁷⁾

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 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 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, 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)

Explanation of Responses:

1. Each share of convertible preferred stock is convertible, at anytime, at the holder's election, into common stock on a one-for-one basis. In addition, effective upon the closing of the issuer's initial public offering of its common stock, each share of convertible preferred stock will automatically convert into one share of common stock. The convertible preferred stock has no expiration date.

2. Columbia Capital Equity Partners IV, L.P. ("CCEP") is the general partner of Columbia Capital Equity Partners IV (QP), L.P. ("CCIV (QP)") and Columbia Capital Equity Partners IV (QPCO), L.P. ("CCIV (QPCO)"). Columbia Capital IV, LLC ("CC") is the general partner of CCEP and Columbia Capital Employee Investors IV, L.P. ("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.

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

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

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

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

7. The total represents 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	03/28/2012
	/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.	03/28/2012
	/s/ Donald A. Doering, Executive Vice President of Columbia Capital IV, LLC, the General Partner of Columbia Capital Employee Investors IV, L.P.	03/28/2012
	/s/ Donald A. Doering, Executive Vice President of Columbia Capital IV, LLC, the General Partner of Columbia Capital Equity Partners IV, L.P.	03/28/2012
	/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.	03/28/2012
	** 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 5 (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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