0001209191-17-061280.txt : 20171116 0001209191-17-061280.hdr.sgml : 20171116 20171116181338 ACCESSION NUMBER: 0001209191-17-061280 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171114 FILED AS OF DATE: 20171116 DATE AS OF CHANGE: 20171116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lee Warren CENTRAL INDEX KEY: 0001579234 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35982 FILM NUMBER: 171209120 MAIL ADDRESS: STREET 1: C/O TREMOR VIDEO, INC. STREET 2: 53 WEST 23RD STREET CITY: NEW YORK STATE: NY ZIP: 10010 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Telaria, Inc. CENTRAL INDEX KEY: 0001375796 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1501 BROADWAY, SUITE 801 CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (646) 723-5300 MAIL ADDRESS: STREET 1: 1501 BROADWAY, SUITE 801 CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: TREMOR VIDEO INC. DATE OF NAME CHANGE: 20110919 FORMER COMPANY: FORMER CONFORMED NAME: TREMOR MEDIA INC DATE OF NAME CHANGE: 20060918 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-11-14 0 0001375796 Telaria, Inc. TLRA 0001579234 Lee Warren C/O CANAAN VII, L.P. 285 RIVERSIDE AVENUE, SUITE 250 WESTPORT CT 06889 1 0 0 0 Common Stock 2017-11-14 4 S 0 37653 4.09 D 7372747 I See Footnote Common Stock 2017-11-15 4 S 0 38259 4.08 D 7334488 I See Footnote Common Stock 2017-11-16 4 S 0 56436 4.03 D 7278052 I See Footnote Common Stock 134601 D These shares were sold by Canaan VII L.P. (the "Canaan Fund"). The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.04 - $4.13, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4. These shares are held directly by the Canaan Fund. Canaan Partners VII LLC ("Canaan VII" and together with the Canaan Fund, the "Canaan Entities") is the sole general partner of the Canaan Fund and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. Warren Lee, a non-managing member of Canaan VII, serves as the representative of the Canaan Entities on the Issuer's board of directors. Mr. Lee disclaims beneficial ownership in the securities held by the Canaan Fund, except to the extent of his pecuniary interest, if any, in such securities by virtue of the limited liability company interests he owns in Canaan VII. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.03 - $4.18, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (4) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.00 - $4.07, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (5) to this Form 4. Exhibit List - Exhibit 24 - Power of Attorney /s/Aaron Saltz, Attorney-in-Fact 2017-11-16 EX-24.4_752629 2 poa.txt POA DOCUMENT POWER OF ATTORNEY (For Executing Form ID and Forms 3, 4 and 5) Know all by these presents, that the undersigned hereby constitutes and appoints J. Peyton Worley of Cooley LLP and Aaron Saltz of Telaria, Inc. (the "Company"), signing individually, as the undersigned's true and lawful attorneys-in fact and agents to: (1) Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the Securities and Exchange Commission (the "SEC") Form ID and Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder in the undersigned's capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company; (2) Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form ID or Forms 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and (3) Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the 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 the attorney-in-fact may approve in the attorney-in-fact's discretion. The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Form ID or Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or Cooley LLP, as applicable. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below. Date: October 16, 2017 By: /s/ Warren Lee Warren Lee