0001612895-16-000014.txt : 20161221 0001612895-16-000014.hdr.sgml : 20161221 20161221215720 ACCESSION NUMBER: 0001612895-16-000014 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: Eadie Keith CENTRAL INDEX KEY: 0001612895 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36543 FILM NUMBER: 162064982 MAIL ADDRESS: STREET 1: C/O TUBEMOGUL, INC. STREET 2: 1250 53RD STREET, SUITE 1 CITY: EMERYVILLE STATE: CA ZIP: 94608 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2016-12-19 1 0001449278 TUBEMOGUL INC TUBE 0001612895 Eadie Keith 1250 53RD STREET STE 2 EMERYVILLE CA 94608 0 1 0 0 Chief Strategy Officer Common Stock 2016-12-19 4 U 0 270 14.00 D 44158 D Common Stock 2016-12-19 4 D 0 44158 0 D 0 D Employee Stock Option (right to buy) .02 2016-12-19 4 D 0 1500 0 D 2017-10-18 Common Stock 1500 0 D Employee Stock Option (right to buy) .60 2016-12-19 4 D 0 24513 0 D 2021-12-08 Common Stock 24513 0 D Employee Stock Option (right to buy) .70 2016-12-19 4 D 0 21700 0 D 2022-04-19 Common Stock 21700 0 D Employee Stock Option (right to buy) .60 2016-12-19 4 D 0 20000 0 D 2020-10-12 Common Stock 20000 0 D Employee Stock Option (right to buy) .60 2016-12-19 4 D 0 15000 0 D 2020-12-09 Common Stock 15000 0 D Employee Stock Option (right to buy) 7.10 2016-12-19 4 D 0 25000 0 D 2024-01-21 Common Stock 25000 0 D Employee Stock Option (right to buy) 17.04 2016-12-19 4 D 0 123250 0 D 2024-11-12 Common Stock 123250 0 D Of the reported shares, 44,158 shares are represented by RSUs. Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated November 10, 2016, by and among Issuer, Adobe Systems Incorporated, a Delaware corporation ("Adobe") and Tiger Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Adobe, at the Effective Time (as defined in the Merger Agreement), Issuer RSU award assumed by Adobe will be replaced by an Adobe RSU award at the applicable exchange rate. The Adobe RSU award will retain the same vesting schedule as the original Issuer RSU award, subject to the Reporting Person's continued service to Adobe. Option is fully vested and immediately exercisable. Pursuant to the terms of the Merger Agreement, each outstanding and exercisable option to purchase shares of common stock of Issuer was canceled and converted into the right to receive an amount (subject to any applicable withholding tax) in cash equal to: (A) $14.00 per share minus (B) the exercise price per share of common stock of Issuer. Pursuant to the terms of the Merger Agreement, each outstanding and exercisable option to purchase shares of common stock of Issuer was canceled and converted into the right to receive an amount (subject to any applicable withholding tax) in cash equal to: (A) $14.00 per share minus (B) the exercise price per share of common stock of Issuer. The unvested portion of the option was canceled and converted into the right to receive an Adobe stock option using the applicable exchange rate. This stock option is being cancelled pursuant to the terms of the Merger Agreement. The canceled option provided for vesting of 1/48th of the shares subject to the option vested on 12/12/2014, and thereafter 1/48th of the shares vested monthly, subject to the Reporting Person's continued service to the Issuer through each vesting date. Eric Deeds, Attorney-in-Fact 2016-12-21