0001209191-16-156363.txt : 20161221
0001209191-16-156363.hdr.sgml : 20161221
20161221174841
ACCESSION NUMBER: 0001209191-16-156363
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161219
FILED AS OF DATE: 20161221
DATE AS OF CHANGE: 20161221
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: TUBEMOGUL INC
CENTRAL INDEX KEY: 0001449278
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 510633881
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1250 53RD STREET, SUITE 6
CITY: EMERYVILLE
STATE: CA
ZIP: 94608
BUSINESS PHONE: 510-653-0677
MAIL ADDRESS:
STREET 1: 1250 53RD STREET, SUITE 6
CITY: EMERYVILLE
STATE: CA
ZIP: 94608
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Garg Ashu
CENTRAL INDEX KEY: 0001601862
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36543
FILM NUMBER: 162064715
MAIL ADDRESS:
STREET 1: 250 MIDDLEFIELD ROAD
CITY: MENLO PARK
STATE: CA
ZIP: 94025
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-12-19
1
0001449278
TUBEMOGUL INC
TUBE
0001601862
Garg Ashu
250 MIDDLEFIELD ROAD
MENLO PARK
CA
94025
1
0
0
0
Common Stock
2016-12-19
4
U
0
5848097
14.00
D
0
I
By Foundation Capital VI, L.P.
Common Stock
2016-12-19
4
U
0
13714
14.00
D
0
I
By Ashu Garg and Pooja Malik Revocable Trust dated February 15, 2013
Common Stock
2016-12-19
4
U
0
3174
14.00
D
8069
D
Common Stock
2016-12-19
4
D
0
8069
14.00
D
0
D
Disposed of pursuant to a cash tender offer conducted in accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated November 10, 2016, by and among the Issuer, Adobe Systems Incorporated, a Delaware corporation ("Adobe") and Tiger Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Adobe ("Purchaser") in exchange for cash consideration of $14.00 per share, net to the seller in cash, without interest thereon and subject to any required tax withholding. Pursuant to the Merger Agreement, the Purchaser merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger").
Foundation Capital Management Co. VI, L.L.C. is the sole general partner of Foundation Capital VI, L.P. and sole manager of Foundation Capital VI Principals Fund, LLC and has sole voting and investment power with respect to the shares held by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. The Reporting Person is a non-managing member of Foundation Capital Management Co. VI, L.L.C. The Reporting Person disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.
The shares were held by Ashu Garg and Pooja Malik Revocable Trust dated February 15, 2013 (the "Garg Malik Trust"). Ashu Garg is a trustee of the Garg Malik Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Garg Malik Trust except to the extent of his proportionate pecuniary interest therein.
In connection with the Merger, the vesting of restricted stock units for an aggregate of 8,069 shares was accelerated immediately prior to the effective time of the Merger, and in accordance with the Merger Agreement, these accelerated restricted stock units were cancelled and converted into the right to receive cash consideration of $14.00 per share, net to the seller in cash, without interest thereon and subject to any required tax withholding.
/s/ David A. Singer as Attorney-In-Fact for Ashu Garg
2016-12-21