13D Filing: Viex Capital Advisors, LLCC and Yume Inc (YUME)

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(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. 10)¹

YuMe, Inc.

(Name
of Issuer)

Common Stock, $.001 par value per share

(Title of Class of Securities)

98872B104

(CUSIP Number)

ERIC SINGER

VIEX
Capital Advisors, LLC

825 Third Avenue, 33rd Floor

New York, New York 10022

STEVE
WOLOSKY, ESQ.

OLSHAN
FROME WOLOSKY LLP

1325
Avenue of the Americas

New
York, New York 10019

(212)
451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

February 2, 2018

(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).

* This Series One is part of a series of VIEX Opportunities Fund, LP, a series limited partnership.

* This Series Two is part of a series of VIEX Opportunities Fund,
LP, a series limited partnership.

The following constitutes
Amendment No. 10 to the Schedule 13D filed by the undersigned (the “Amendment No. 10”). This Amendment No. 10 amends
the Schedule 13D as specifically set forth herein.

Item 4 is hereby amended
to add the following:

On September 5, 2017,
the Issuer entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with RhythmOne
plc, a public limited company incorporated under the laws of England and Wales (“RhythmOne”), Redwood Merger Sub I,
Inc., a Delaware corporation and a wholly owned subsidiary of RhythmOne, and Redwood Merger Sub II, Inc., a Delaware corporation
and a wholly owned subsidiary of RhythmOne.

On February 2, 2018,
pursuant to the terms and conditions of the Merger Agreement, RhythmOne completed its acquisition of the Issuer. As a result of
the acquisition, the Shares were converted, at the effective time, into the right to receive (i) $1.70 in cash and (ii) 0.7325
ordinary shares of RhythmOne, plus cash in lieu of any fractional shares in each case, without interest and less any applicable
withholding taxes (the “Transaction Consideration”). Accordingly, at the effective time, the Reporting Persons ceased
to have any rights as stockholders of the Issuer, other than the right to receive the Transaction Consideration.

In accordance with
the Merger Agreement, as of the effective time, Mr. Singer ceased to serve as a member of the Board and, in connection therewith,
Mr. Singer also ceased serving on any committees of which he was a member.

Item 5 is hereby amended
and restated to read as follows:

(a)-(b) Effective
February 2, 2018, as a result of the acquisition described in Item 4, each Share owned by the Reporting Persons was converted into
the right to receive the Transaction Consideration. Accordingly, the Reporting Persons no longer beneficially own any securities
of the Issuer.

(c) The Reporting
Persons have not entered into any transactions in the Shares during the past sixty (60) days.

(d) Not applicable.

(e) As of the close
of business on February 2, 2018, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the
Issuer.

SIGNATURES

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

Dated: February 5, 2018