0001193125-14-051747.txt : 20140214 0001193125-14-051747.hdr.sgml : 20140214 20140213184300 ACCESSION NUMBER: 0001193125-14-051747 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140213 GROUP MEMBERS: DAVID J. ORFAO GROUP MEMBERS: DAVID P. FIALKOW GROUP MEMBERS: GC ENTREPRENEURS FUND IV, L.P. GROUP MEMBERS: GENERAL CATALYST GP IV, LLC GROUP MEMBERS: GENERAL CATALYST PARTNERS IV, L.P. GROUP MEMBERS: JOEL E. CUTLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TREMOR VIDEO INC. CENTRAL INDEX KEY: 0001375796 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87929 FILM NUMBER: 14608583 BUSINESS ADDRESS: STREET 1: 53 WEST 23RD STREET, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 646-723-5309 MAIL ADDRESS: STREET 1: 53 WEST 23RD STREET, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 FORMER COMPANY: FORMER CONFORMED NAME: TREMOR MEDIA INC DATE OF NAME CHANGE: 20060918 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL CATALYST GROUP IV LP CENTRAL INDEX KEY: 0001344416 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O GENERAL CATALYST GROUP MGMT STREET 2: 20 UNIVERSITY RD STE 450 CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 6172347000 MAIL ADDRESS: STREET 1: C/O GENERAL CATALYST GROUP MGMT STREET 2: 20 UNIVERSITY RD STE 450 CITY: CAMBRIDGE STATE: MA ZIP: 02138 SC 13G 1 d677351dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Tremor Video, Inc.

(Name of Issuer)

Common Stock, $0.00001 par value per share

(Title of Class of Securities)

89484Q100

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 89484Q100    13G    Page 2 of 16

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

General Catalyst Group IV, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  x        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

3,360,859 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

3,360,859 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,360,859 shares

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.77%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

CUSIP No. 89484Q100    13G    Page 3 of 16

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

GC Entrepreneurs Fund IV, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  x        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

3,360,859 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

3,360,859 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,360,859 shares

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.77%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

CUSIP No. 89484Q100    13G    Page 4 of 16

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

General Catalyst Partners IV, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

3,360,859 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

3,360,859 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,360,859 shares

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.77%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

CUSIP No. 89484Q100    13G    Page 5 of 16

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

General Catalyst GP IV, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

3,360,859 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

3,360,859 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,360,859 shares

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.77%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

CUSIP No. 89484Q100    13G    Page 6 of 16

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Joel E. Cutler

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

3,360,859 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

3,360,859 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,360,859 shares

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.77%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

CUSIP No. 89484Q100    13G    Page 7 of 16

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

David P. Fialkow

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

3,360,859 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

3,360,859 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,360,859 shares

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.77%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

CUSIP No. 89484Q100    13G    Page 8 of 16

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

David J. Orfao

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

3,360,859 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

3,360,859 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,360,859 shares

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.77%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

CUSIP No. 89484Q100    13G    Page 9 of 16

 

Item 1(a). Name of Issuer:

Tremor Video, Inc.

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

53 West 23rd Street, New York, NY 10010.

 

Item 2(a). Names of Persons Filing:

This joint statement on Schedule 13G is being filed by General Catalyst Group IV, L.P., a Delaware limited partnership (“GC IV”), GC Entrepreneurs Fund IV, L.P., a Delaware limited partnership (“E Fund IV”), General Catalyst Partners IV, L.P., a Delaware limited partnership (“GC IV GPLP”), General Catalyst GP IV, LLC, a Delaware limited liability company (“GC IV GPLLC”) and the Managers (as defined below), who are collectively referred to herein as the “Reporting Persons.” GC IV GPLP is the sole general partner of GC IV and E Fund IV. GC IV GPLLC is the sole general partner of GC IV GPLP. Joel E. Cutler, David P. Fialkow and David J. Orfao (collectively, the “Managers”) are Managing Directors of GC IV GPLLC. The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13G as Exhibit 1 (which is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act.

 

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address of the principal business office of all Reporting Persons is 20 University Road, 4th Floor, Cambridge, MA 02138.

 

Item 2(c). Citizenship:

Each of GC IV, E Fund IV and GC IV GPLP is a limited partnership organized under the laws of the State of Delaware. GC IV GPLLC is a limited liability company organized under the laws of the State of Delaware. Each of the Managers is a U.S. citizen.

 

Item 2(d). Title of Class of Securities:

Common Stock, $0.00001 par value per share (“Common Shares”).

 

Item 2(e). CUSIP Number:

89484Q100.

 

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

CUSIP No. 89484Q100    13G    Page 10 of 16

 

Item 4. Ownership.

 

  (a) Amount Beneficially Owned: GC IV is the record owner of 3,273,997 Common Shares and E Fund IV is the record owner of 86,862 Common Shares (the “Record Shares”). GC IV and E Fund IV have generally agreed to sell securities at the same time and each may be deemed to own beneficially the Record Shares held by the other. As the sole general partner of GC IV and E Fund IV, GC IV GPLP may be deemed to own beneficially the Record Shares. As the sole general partner of GC IV GPLP, GC IV GPLLC may also be deemed to own beneficially the Record Shares. Each Manager is a Managing Director of GC IV GPLLC and may also be deemed to own beneficially the Record Shares.

 

  (b) Percent of Class: See Line 11 of cover sheets. The percentages set forth on the cover sheets for each Reporting Person are calculated based on 49,657,777 Common Shares reported to be outstanding by the Issuer as of November 11, 2013 on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2013.

 

  (c) Number of shares as to which such person has:

 

  (i) sole power to vote or to direct the vote: See Line 5 of cover sheets.

 

  (ii) shared power to vote or to direct the vote: See Line 6 of cover sheets.

 

  (iii) sole power to dispose or to direct the disposition of: See Line 7 of cover sheets.

 

  (iv) shared power to dispose or to direct the disposition of: See Line 8 of cover sheets.

Each Reporting Person disclaims beneficial ownership of such Common Shares except for the shares, if any, such Reporting Person holds of record.

 

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

See Exhibit 2 for Members of the Group.

 

Item 9. Notice of Dissolution of Group.

Not applicable.

CUSIP No. 89484Q100    13G    Page 11 of 16

 

Item 10. Certification.

Not applicable. This statement on Schedule 13G is not filed pursuant to §240.13d-1(b) or §240.13d-1(c).

Material to be Filed as Exhibits.

Exhibit 1 – Agreement regarding joint filing of Schedule 13G.

Exhibit 2 – Members of the Group.

CUSIP No. 89484Q100    13G    Page 12 of 16

 

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 11, 2014

 

GENERAL CATALYST GROUP IV, L.P.
By:   GENERAL CATALYST PARTNERS IV, L.P.
  its General Partner
  By:   GENERAL CATALYST GP IV, LLC
    its General Partner
    By:  

/s/ William J. Fitzgerald

      William J. Fitzgerald
      Member, COO and CFO
GC ENTREPRENEURS FUND IV, L.P.
By:   GENERAL CATALYST PARTNERS IV, L.P.
  its General Partner
  By:   GENERAL CATALYST GP IV, LLC
    its General Partner
    By:  

/s/ William J. Fitzgerald

      William J. Fitzgerald
      Member, COO and CFO
GENERAL CATALYST PARTNERS IV, L.P.
By:   GENERAL CATALYST GP IV, LLC
  its General Partner
    By:  

/s/ William J. Fitzgerald

      William J. Fitzgerald
      Member, COO and CFO

CUSIP No. 89484Q100    13G    Page 13 of 16

 

GENERAL CATALYST GP IV, LLC
By:  

/s/ William J. Fitzgerald

  William J. Fitzgerald
  Member, COO and CFO
By:  

/s/ Joel E. Cutler

  Joel E. Cutler
By:  

/s/ David P. Fialkow

  David P. Fialkow
By:  

/s/ David J. Orfao

  David J. Orfao
 EX-99.1 2 d677351dex991.htm EX-99.1 EX-99.1
CUSIP No. 89484Q100    13G    Page 14 of 16

 

EXHIBIT 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Tremor Video, Inc.

EXECUTED this 11th day of February, 2014

 

GENERAL CATALYST GROUP IV, L.P.
By:   GENERAL CATALYST PARTNERS IV, L.P.
  its General Partner
  By:   GENERAL CATALYST GP IV, LLC
    its General Partner
    By:   /s/ William J. Fitzgerald
      William J. Fitzgerald
      Member, COO and CFO
GC ENTREPRENEURS FUND IV, L.P.
By:   GENERAL CATALYST PARTNERS IV, L.P.
  its General Partner
  By:   GENERAL CATALYST GP IV, LLC
    its General Partner
    By:   /s/ William J. Fitzgerald
      William J. Fitzgerald
      Member, COO and CFO
GENERAL CATALYST PARTNERS IV, L.P.
By:   GENERAL CATALYST GP IV, LLC
  its General Partner
    By:   /s/ William J. Fitzgerald
      William J. Fitzgerald
      Member, COO and CFO

CUSIP No. 89484Q100    13G    Page 15 of 16

 

GENERAL CATALYST GP IV, LLC

By:

   /s/ William J. Fitzgerald
 

William J. Fitzgerald

 

Member, COO and CFO

By:

   /s/ Joel E. Cutler
  Joel E. Cutler

By:

   /s/ David P. Fialkow
 

David P. Fialkow

By:

   /s/ David J. Orfao
 

David J. Orfao

 EX-99.2 3 d677351dex992.htm EX-99.2 EX-99.2
CUSIP No. 89484Q100    13G    Page 16 of 16

 

EXHIBIT 2

MEMBERS OF THE GROUP

General Catalyst Group IV, L.P.

GC Entrepreneurs Fund IV, L.P.