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13D Filing: Avi Partners, LLC and Yume Inc (YUME)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
AVI CAPITAL YANKEE 3,003,560 3,042,662 3,003,560 3,042,662 3,003,560 8.7%
AVI CAPITAL PARTNERS 39,102 3,042,662 39,102 3,042,662 39,102 Less%
AVI MANAGEMENT 3,042,662 3,042,662 3,042,662 8.8%
AVI PARTNERS 3,042,662 3,042,662 3,042,662 8.8%
JAMES A. DUNN, JR 3,042,662 8.8%
DARREN C. WALLIS 3,042,662 8.8%

Page 1 of 13 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C.
20549

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment
No. 9)
1

YuMe, Inc.
(Name of Issuer)

Common Stock, $0.001
par value per share

(Title of Class of Securities)

98872B104
(CUSIP Number)

DARREN C. WALLIS
AVI PARTNERS, LLC
555 E. Lancaster Avenue
Suite 520
Radnor, Pennsylvania 19087
(610) 816-6660
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 4, 2017
(Date of Event Which Requires Filing of This Statement)

If the filing person
has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7
for other parties to whom copies are to be sent.

_______________

1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

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Page 2 of 13 – SEC Filing

1

NAME OF REPORTING PERSON

AVI CAPITAL YANKEE, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a) o

  (b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

3,003,560

8

SHARED VOTING POWER

– 0 –

9

SOLE DISPOSITIVE POWER

3,003,560

10

SHARED DISPOSITIVE POWER

– 0 –

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,003,560

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.7%

14

TYPE OF REPORTING PERSON

PN

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Page 3 of 13 – SEC Filing

1

NAME OF REPORTING PERSON

AVI CAPITAL PARTNERS, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a) o

  (b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) OR 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

39,102

8

SHARED VOTING POWER

– 0 –

9

SOLE DISPOSITIVE POWER

39,102

10

SHARED DISPOSITIVE POWER

– 0 –

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

39,102

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

PN

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Page 4 of 13 – SEC Filing

1

NAME OF REPORTING PERSON

AVI MANAGEMENT, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a) o

  (b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) OR 2(e)

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

3,042,662

8

SHARED VOTING POWER

– 0 –

9

SOLE DISPOSITIVE POWER

3,042,662

10

SHARED DISPOSITIVE POWER

– 0 –

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,042,662

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.8%

14

TYPE OF REPORTING PERSON

OO

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Page 5 of 13 – SEC Filing

1

NAME OF REPORTING PERSON

AVI PARTNERS, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a) o

  (b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

3,042,662

8

SHARED VOTING POWER

– 0 –

9

SOLE DISPOSITIVE POWER

3,042,662

10

SHARED DISPOSITIVE POWER

– 0 –

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,042,662

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.8%

14

TYPE OF REPORTING PERSON

OO

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Page 6 of 13 – SEC Filing

1

NAME OF REPORTING PERSON

JAMES A. DUNN, JR.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a) o

  (b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

– 0 –

8

SHARED VOTING POWER

3,042,662

9

SOLE DISPOSITIVE POWER

– 0 –

10

SHARED DISPOSITIVE POWER

3,042,662

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,042,662

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.8%

14

TYPE OF REPORTING PERSON

IN

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Page 7 of 13 – SEC Filing

1

NAME OF REPORTING PERSON

DARREN C. WALLIS

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a) o

  (b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

– 0 –

8

SHARED VOTING POWER

3,042,662

9

SOLE DISPOSITIVE POWER

– 0 –

10

SHARED DISPOSITIVE POWER

3,042,662

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,042,662

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.8%

14

TYPE OF REPORTING PERSON

IN

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Page 8 of 13 – SEC Filing

The following constitutes Amendment No.
9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”).  This Amendment No. 9 amends the Schedule
13D as specifically set forth herein.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to
read as follows:

The Shares purchased by each of AVI Yankee
and AVI LP and held in the AVI Managed Account were purchased with working capital (which may, at any given time, include margin
loans made by brokerage firms in the ordinary course of business) in open market purchases.

The aggregate purchase price of the 3,003,560
Shares owned directly by AVI Yankee is approximately $15,695,482, excluding brokerage commissions. The aggregate purchase price
of the 39,102 Shares owned directly by AVI LP is approximately $246,377, excluding brokerage commissions.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On September 4, 2017, AVI Yankee, AVI LP,
AVI Management, AVI Partners, James A. Dunn Jr. and Darren C. Wallis entered into a Tender
and Support Agreement (the “Support Agreement”) with RhythmOne, plc (“RhythmOne”), Redwood Merger Sub I,
Inc. (“Purchaser”), Redwood Merger Sub II, Inc. (“Merger Sub II”) and certain other parties thereto in
connection with a proposed exchange offer (the “Offer”) by Purchaser to acquire all of the outstanding Shares of the
Issuer pursuant to the terms of an Agreement and Plan of Merger and Reorganization by and among RhythmOne, Purchaser, Merger Sub
II and the Issuer, dated as of September 4, 2017 (the “Merger Agreement”). Under the Support Agreement, the Reporting
Persons (subject to certain exceptions) agreed to not sell or dispose of their Shares except to participate in the Offer and to
tender their Shares within ten business days of the commencement of the Offer, and that, for a period of six months after the “Effective
Time” (as defined in the Merger Agreement), they will not sell any shares of RhythmOne received pursuant to the Offer or
engage in any short selling of such shares. The Reporting Persons also agreed pursuant to the Support Agreement to, during the
term of the Support Agreement, vote all Shares they are entitled to vote that have not been purchased in the Offer
(i) against
any action, proposal, transaction or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation
or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of any Stockholder contained
in this Agreement or (B) result in any of the conditions set forth in Annex A of the Merger Agreement not being satisfied on or
before the Outside Date (as defined in the Merger Agreement); (ii) against any agreement or arrangement related to or in furtherance
of any takeover proposal; (iii) against any other action, agreement or transaction the consummation of which would reasonably be
expected to materially impede, materially interfere with, or materially delay consummation of the Transactions (as defined in the
Merger Agreement) by the Issuer (including the Offer or the Merger), including (x) any extraordinary corporate transaction, such
as a merger, acquisition, sale, consolidation or other business combination involving the Issuer (other than the Merger); (y) a
sale, lease, license or transfer of a material amount of assets of the Issuer or any reorganization, recapitalization, extraordinary
dividend or liquidation of the Issuer; or (z) any change in the present capitalization of the Issuer or any amendment or other
change to the Issuer’s certificate of incorporation or bylaws, in the case of each of clauses (x), (y) and (z), solely to
the extent the Issuer is prohibited from taking such action pursuant to the Merger Agreement); and (iv) in favor of (A) the adoption
and approval of the Merger Agreement and the transactions contemplated thereunder, (B) any proposal to adjourn or postpone the
meeting to a later date, if there are not sufficient votes for the adoption and approval of the Merger Agreement and the transactions
contemplated thereby on the date on which such meeting is held, and (C) any other matter necessary for consummation of the Transactions,
which is considered at any such meeting of stockholders. The Support Agreement terminates upon the first to occur of (a) the Effective
Time, (b) the date the Offer is terminated or the Expiration Date has occurred or the Merger Agreement is terminated pursuant to
its terms or (c) the mutual written consent of RhythmOne and the Reporting Persons.

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Page 9 of 13 – SEC Filing

The descriptions of the Support Agreement
above is qualified in its entirety by reference to the full text of the agreement, which is referred to herein as Exhibit 4 and
are incorporated herein by reference to Exhibit 99.1 of the Issuer’s Current Report
on Form 8-K filed on September 5, 2017.

Item 5. Interest in Securities of the Issuer.

Items 5(a)-(c) are hereby amended and restated
to read as follows:

The aggregate percentage of Shares reported
owned by each person named herein is based upon 34,538,221 Shares outstanding, as of July 31, 2017, which is the total number
of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission
on August 8, 2017.

A. AVI Yankee
(a) As of the close of business on September 6, 2017, AVI Yankee beneficially owned 3,003,560 Shares.
Percentage: Approximately 8.7%
(b) 1. Sole power to vote or direct vote: 3,003,560
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,003,560
4. Shared power to dispose or direct the disposition: 0
(c) AVI Yankee has not entered into any transactions in the Shares during the past sixty days.
B. AVI LP
(a) As of the close of business on September 6, 2017, AVI LP beneficially owned 39,102 Shares.
Percentage: Less than 1%
(b) 1. Sole power to vote or direct vote: 39,102
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 39,102
4. Shared power to dispose or direct the disposition: 0
(c) AVI LP has not entered into any transactions in the Shares during the past sixty days.
C. AVI Management
(a) AVI Management, as the investment manager of each of AVI Yankee and AVI LP, may be deemed to beneficially own the 3,042,662 Shares owned in the aggregate by AVI Yankee and AVI LP.
Percentage: Approximately 8.8%
(b) 1. Sole power to vote or direct vote: 3,042,662
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,042,662
4. Shared power to dispose or direct the disposition: 0
(c) AVI Management has not entered into any transactions in the Shares during the past sixty days.

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Page 10 of 13 – SEC Filing

D. AVI Partners
(a) As of the close of business on September 6, 2017, 404,630 Shares were held in the AVI Managed Account. AVI Partners, as the general partner of each of AVI Yankee and AVI LP and the investment advisor of the AVI Managed Account, may be deemed to beneficially own the 3,447,292 Shares owned in the aggregate by AVI Yankee and AVI LP and held in the AVI Managed Account.
Percentage: Approximately 8.8%
(b) 1. Sole power to vote or direct vote: 3,042,662
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,042,662
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares on behalf of the AVI Managed Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
E. Messrs. Dunn and Wallis
(a) Each of Messrs. Dunn and Wallis, as a managing partner of AVI Partners and a managing member of AVI Management, may be deemed to beneficially own the 3,447,292 Shares owned in the aggregate by AVI Yankee and AVI LP and held in the AVI Managed Account.
Percentage: Approximately 8.8%
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,042,662
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,447,292
(c) None of Messrs. Dunn or Wallis has entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of the AVI Managed Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

Each Reporting Person, as a member of a
“group” with the other Reporting Persons for the purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person
disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On September 4, 2017, AVI Yankee, AVI LP,
AVI Management, AVI Partners, James A. Dunn Jr. and Darren C. Wallis entered into
the Support Agreement defined and described in Item 4 above and incorporated by reference via Exhibit 4 hereto.

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Page 11 of 13 – SEC Filing

Item 7. Material to be Filed as Exhibits.

Item
7 is hereby amended to add the following exhibits:

Exhibit 4: Tender and Support Agreement, by and among RhythmOne, plc, Redwood Merger Sub I, Inc., Redwood Merger Sub II, Inc., AVI Yankee, AVI LP, AVI Management, AVI Partners, James A. Dunn Jr., Darren C. Wallis and the other parties thereto, dated as of September 4, 2017, and incorporated by reference to Exhibit 99.1 of the Issuer’s Current Report on Form 8-K filed on September 5, 2017.

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Page 12 of 13 – SEC Filing

SIGNATURES

After reasonable inquiry and to the best
of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.

Dated:      September 7, 2017 AVI CAPITAL YANKEE, LP
By:

AVI Partners, LLC,

its general partner

By: /s/ Darren C. Wallis
Name: Darren C. Wallis
Title: Managing Partner
AVI CAPITAL PARTNERS, LP
By:

AVI Partners, LLC,

its general partner

By: /s/ Darren C. Wallis
Name: Darren C. Wallis
Title: Managing Partner
AVI MANAGEMENT, LLC
By: /s/ Darren C. Wallis
Name: Darren C. Wallis
Title: Managing Member
AVI PARTNERS, LLC
By: /s/ Darren C. Wallis
Name: Darren C. Wallis
Title: Managing Partner
/s/ Darren C. Wallis

DARREN C. WALLIS

Individually and as attorney-in-fact for James A. Dunn, Jr.

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Page 13 of 13 – SEC Filing

SCHEDULE A

Transactions
in the Shares during the Past 60 Days

Shares of Common Stock

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase/(Sale)

AVI PARTNERS
(VIA AVI MANAGED ACCOUNT)

(5,000) 4.6496 8/15/2017
(5,000) 4.8030 8/17/2017
(5,000) 4.8054 8/18/2017
(5,000) 4.8725 8/21/2017
(15,000) 5.1556 8/23/2017
(10,000) 5.3850 8/28/2017
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