8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 2, 2016

MaxPoint Interactive, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36864	20-5530657
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3020 Carrington Mill Blvd., Suite 300

Morrisville, North Carolina 27560

(Address of principal executive offices, including zip code)

(800) 916-9960

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 2, 2016, MaxPoint Interactive, Inc. (the “Company”) provided written notice to the New York Stock Exchange (“NYSE”) of its intention to voluntarily delist its common stock, $0.00005 par value per share (“Common Stock”), on the NYSE and to list its Common Stock on the Nasdaq Global Market of The Nasdaq Stock Market LLC (“Nasdaq”). The Company expects the listing and trading of its Common Stock on the NYSE will cease at market close on May 12, 2016, and that trading of its Common Stock will commence on Nasdaq on May 13, 2016. The Common Stock has been approved for listing on Nasdaq, with the Common Stock continuing to trade under the symbol “MXPT.”

A copy of the press release issued by the Company announcing the transfer to Nasdaq is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.	Description
99.1	Press release, dated May 2, 2016, entitled "MaxPoint Interactive to Transfer Stock Exchange Listing to Nasdaq"

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MaxPoint Interactive, Inc.
By:	/s/ Brad Schomber
	Brad Schomber
	Chief Financial Officer

Dated: May 2, 2016

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EXHIBIT INDEX

Exhibit
No.	Description
99.1	Press release, dated May 2, 2016, entitled "MaxPoint Interactive to Transfer Stock Exchange Listing to Nasdaq"

4

EX-99.1

Exhibit 99.1

MaxPoint Interactive to Transfer Stock Exchange Listing to Nasdaq

RALEIGH, N.C. – May 2, 2016—MaxPoint (NYSE: MXPT), the company that helps manufacturers and retailers generate in-store sales with its innovative Digital Zip^® technology, today announced that it will be transferring its stock exchange listing from the New York Stock Exchange to the Nasdaq Global Market effective May 12, 2016 after market close. MaxPoint shares are expected to begin trading as a Nasdaq-listed security on May 13, 2016, and the common stock will continue to trade under the symbol "MXPT." This transfer is expected to be seamless for MaxPoint investors and stockholders.

"MaxPoint’s move to Nasdaq, a technology innovator and creator of the world’s first electronic stock market, is well-aligned with our own company values around innovation and pioneering new technologies" said Brad Schomber, CFO. "As the world’s largest electronic stock market, Nasdaq promotes innovation and attracts leading growth companies from a diverse group of sectors. We are proud to be joining these companies on the Nasdaq exchange."

"We are pleased to welcome MaxPoint to the Nasdaq family and look forward to a successful partnership with the company and its shareholders," said Bob McCooey, Senior Vice President, Listing Services at Nasdaq.

Forward-Looking Statements

This press release contains forward-looking statements that are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such statements, including, but not limited to, expectations regarding the timing of the proposed delisting from the NYSE, the potential benefits of listing on Nasdaq and other risks described in our filings with the Securities and Exchange Commission, including those described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015.

About MaxPoint

MaxPoint is a marketing technology company that generates hyperlocal intelligence to optimize brand and retail performance. We provide a platform for brands to connect the digital world with the physical world through hyperlocal execution, measurement, and consumer insights.

The company’s proprietary Digital Zip^® technology and the MaxPoint Intelligence Platform™ predict the most likely buyers of a specific product at a particular retail location and then execute cross-channel digital marketing programs to reach these buyers. For more information, visit maxpoint.com.

Contacts

Public Relations Contact:

Patrick Foarde

patrick.foarde@ketchum.com

404-879-9254

Investor Relations Contact:

Denise Garcia

Denise.Garcia@icrinc.com

800-916-9960