SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Madrona Venture Fund IV, LP (Last) (First) (Middle) 999 THIRD AVE SUITE 3400 (Street) SEATTLE WA 98104 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MaxPoint Interactive, Inc. [ MXPT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/11/2015
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/11/2015		C		4,393,356	A	(1)	4,393,356	D(2)
Common Stock	03/11/2015		C		111,970	A	(1)	111,970	D(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred Stock	(1)	03/11/2015		C			3,690,493	(1)	(1)	Common Stock	3,690,493	(1)	0	D(2)
Series C Preferred Stock	(1)	03/11/2015		C			94,057	(1)	(1)	Common Stock	94,057	(1)	0	D(3)
Series D Preferred Stock	(1)	03/11/2015		C			702,863	(1)	(1)	Common Stock	702,863	(1)	0	D(2)
Series D Preferred Stock	(1)	03/11/2015		C			17,913	(1)	(1)	Common Stock	17,913	(1)	0	D(3)

1. Name and Address of Reporting Person* Madrona Venture Fund IV, LP (Last) (First) (Middle) 999 THIRD AVE SUITE 3400 (Street) SEATTLE WA 98104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Madrona Venture Fund IV-A, LP (Last) (First) (Middle) 999 THIRD AVE SUITE 3400 (Street) SEATTLE WA 98104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Madrona Investment Partners IV, LP (Last) (First) (Middle) 999 THIRD AVE SUITE 3400 (Street) SEATTLE WA 98104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Madrona IV General Partner, LLC (Last) (First) (Middle) 999 THIRD AVE. SUITE 3400 (Street) SEATTLE WA 98104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Each share of preferred stock converted automatically into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering of common stock and had no expiration date.

2. Shares held directly by Madrona Venture Fund IV, L.P. Madrona Investment Partners IV, L.P., the general partner of Madrona Venture Fund IV, L.P., may be deemed an indirect beneficial owner of the reported securities. Madrona IV General Partner, LLC is the general partner of Madrona Investment Partners IV, L.P. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of the reporting person's pecuniary interest therein.

3. Shares held directly by Madrona Venture Fund IV-A, L.P. Madrona Investment Partners IV, L.P., the general partner of Madrona Venture Fund IV-A, L.P., may be deemed an indirect beneficial owner of the reported securities. Madrona IV General Partner, LLC is the general partner of Madrona Investment Partners IV, L.P. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of the reporting person's pecuniary interest therein.

	/s/ Madrona Venture Fund IV, L.P. by Madrona Investment Partners IV, L.P., General Partner by Madrona IV General Partner, LLC, General Partner by Troy Cichos, Authorized Signatory	03/11/2015
	/s/ Madrona Venture Fund IV-A, L.P. by Madrona Investment Partners IV, L.P., General Partner by Madrona IV General Partner, LLC, General Partner by Troy Cichos, Authorized Signatory	03/11/2015
	/s/ Madrona Investment Partners IV, L.P. by Madrona IV General Partner, LLC, General Partner by Troy Cichos, Authorized Signatory	03/11/2015
	/s/ Madrona IV General Partner, LLC by Troy Cichos, Authorized Signatory	03/11/2015
	** 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 4 (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.