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* Deer VI & Co. LLC (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 (Street) LARCHMONT NY 10538 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/07/2012
	4. 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 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	12/07/2012		J(1)		2,529,583	D	$0(1)	8,768,319(4)	I	See footnotes(2)(3)(4)(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

1. Name and Address of Reporting Person* Deer VI & Co. LLC (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 (Street) LARCHMONT NY 10538 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Bessemer Venture Partners Co-Investment L.P. (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 (Street) LARCHMONT NY 10538 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Bessemer Venture Partners VI L.P. (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 (Street) LARCHMONT NY 10538 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On December 7, 2012, Bessemer Venture Partners VI L.P. and Bessemer Venture Partners Co-Investment L.P. (the "Funds") distributed, for no consideration, 2,322,807 and 206,776 shares, respectively, of Common Stock (the "Shares") of the Issuer to Deer VI & Co. LLC, the general partner of the Bessemer Entities ("Deer VI"), representing Deer VI's pro rata general partner interest in the shares held by the Funds (the "Fund Distributions"). On the same date, Deer VI distributed, for no consideration, the Shares to its members in an amount equal to each member's pro rata interest in the Shares (the "Deer VI Distribution" and, together with the Fund Distributions, the "Distributions"). These distributions were made in accordance with the exemption afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended.

2. In connection with the Issuer's public offering pursuant to the registration statement on Form S-1 (No. 333-184413) (the "Follow-on Offering"), the Funds entered into a lock-up agreement (the "Lock-Up Agreement") with Morgan Stanley & Co. LLC, Goldman, Sachs & Co. and Barclays Capital Inc. (collectively, the "Underwriters") restricting their ability to sell or otherwise dispose of their shares of Common Stock for a period ending 90 days after the date of the prospectus for the Follow-on Offering, as described in further detail in such prospectus. In connection with the Distributions, each of the members of Deer VI entered into lock-up agreements with the Underwriters that are substantially identical to the Lock-Up Agreement.

3. Robert Goodman, an executive manager of Deer VI, serves as the representative of the Bessemer Entities and Deer VI on the Issuer's board of directors.

4. After the Distributions, Bessemer Venture Partners VI, L.P. ("BVP VI") owns 6,054,696 shares, Bessemer Venture Partners Co-Investment LP ("BVP Co-Investment") owns 2,607,048 shares, and Bessemer Venture Partners VI Institutional L.P. ("BVP Institutional," and together with BVP VI and BVP Co-Investment, the "Bessemer Entities") owns 106,575 shares.

5. Deer VI is the general partner of each of the Bessemer Entities. Deer VI disclaims beneficial ownership of the securities owned directly by the Bessemer Entities, and this report shall not be deemed as an admission that Deer VI is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any, by virtue of its general partner interests in the Bessemer Entities.

	/s/ J. Edmund Colloton, Executive Manager of Deer VI & Co., LLC	12/11/2012
	/s/ J. Edmund Colloton, Executive Manager of Deer VI & Co., LLC, the General Partner of Bessemer Venture Partners Co-Investment L.P.	12/11/2012
	/s/ J. Edmund Colloton, Executive Manager of Deer VI & Co., LLC, the General Partner of Bessemer Venture Partners VI L.P.	12/11/2012
	** Signature of Reporting Person	Date
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