SEC FORM 4

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

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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^*

KADAMBI JAYANT

(Last)

(First)

(Middle)

C/O YUME, INC.

1204 MIDDLEFIELD ROAD

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
YuMe Inc [ YUME ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/14/2016		M		12,500⁽¹⁾	A	$0	903,748	D
Common Stock	12/14/2016		M		64,313⁽²⁾	A	$0	968,061	D
Common Stock	12/14/2016		F⁽³⁾		32,203	D	$3.61	935,858	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	12/14/2016		M			12,500⁽¹⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	12,500	$0	0⁽⁶⁾	D
Restricted Stock Units	⁽⁴⁾	12/14/2016		M			64,313⁽²⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	64,313	$0	0⁽⁶⁾	D

Explanation of Responses:

1. Represents 25% of unvested restricted stock units ("RSUs") underlying an award granted to the Reporting Person on February 26, 2015 that have vested pursuant to a separation agreement and release entered into by and between the Reporting Person and the Issuer on December 6, 2016 (the "Separation Agreement").

2. Represents 25% of unvested RSUs underlying an award granted to the Reporting Person on March 2, 2016 that have vested pursuant to the Separation Agreement.

3. Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. No shares have been sold. All of the shares reported as disposed on this Form 4 are withheld by the Issuer to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units.

4. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

5. The RSUs were subject to vesting over two years in four equal installments every six months commencing on the grant date.

6. Pursuant to the Separation Agreement, any remaining unvested RSUs were cancelled by the Issuer.

7. The RSUs were subject to vesting over three years in six equal installments every six months commencing on the grant date.

	/s/ Jayant Kadambi by Paul Porrini, Attorney-in-Fact	12/15/2016
	** 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).
** 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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