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