SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Eadie Keith

(Last)

(First)

(Middle)

1250 53RD STREET, SUITE 2

(Street)

EMERYVILLE

94608

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/31/2016

3. Issuer Name and Ticker or Trading Symbol
TUBEMOGUL INC [ TUBE ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	54,618⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽²⁾	01/18/2017	Common Stock	1,500	$0.02	D
Employee Stock Option (right to buy)	⁽³⁾	10/12/2020	Common Stock	25,000	$0.6	D
Employee Stock Option (right to buy)	⁽⁴⁾	12/09/2020	Common Stock	15,000	$0.6	D
Employee Stock Option (right to buy)	⁽⁵⁾	12/08/2021	Common Stock	24,513	$0.6	D
Employee Stock Option (right to buy)	⁽⁶⁾	04/19/2022	Common Stock	21,700	$0.7	D
Employee Stock Option (right to buy)	⁽⁷⁾	01/21/2024	Common Stock	25,000	$7.1	D
Employee Stock Option (right to buy)	⁽⁸⁾	11/21/2024	Common Stock	123,250	$17.04	D

Explanation of Responses:

1. Of the reported shares, 54,348 shares are represented by restricted stock units, or RSUs. These RSUs vest over a four-year period as follows: 1/16th of the shares underlying the RSU award vest on the date three months after the vesting commencement date and 1/16th of the shares underlying the RSU award vest every three months thereafter, subject to the Reporting Person's continued service to the Issuer.

2. Option was granted on 10/18/2007, is fully vested and immediately exercisable.

3. Option was granted on 10/12/2010, is fully vested and immediately exercisable.

4. Option was granted on 12/09/2010, is fully vested and immediately exercisable.

5. Option was granted on 12/08/2011, is fully vested and immediately exercisable.

6. Subject to the Reporting Person's continued service to the Issuer, shares subject to the option vest monthly over four years beginning on 4/19/2012.

7. Subject to the Reporting Person's continued service to the Issuer, shares subject to the option vest monthly over four years beginning on 1/21/2014.

8. Subject to the Reporting Person's continued service to the Issuer, 1/48th of the shares subject to the option shall vest on 12/12/2014, and thereafter 1/48th of the shares vest monthly.

Remarks:

Exhibit 24 - Power of Attorney

	Eric Deeds, as Power of Attorney on behalf of Keith Eadie	04/11/2016
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.