Discovery Group Boosts Stake In Tubemogul Inc (TUBE)

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)

 

UNDER THE SECURITIES
EXCHANGE ACT OF 1934

(Amendment No. 1)*

 

TubeMogul,
Inc.

(Name of Issuer)

 

Common
Stock, par value $0.001 per share

(Title of Class of Securities)

 

898570106

(CUSIP Number)

Michael
R. Murphy

Discovery Group I, LLC

300 South Wacker Drive

Suite 600

Chicago, Illinois 60606

Telephone Number: (312) 265-9600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June
14, 2016

(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.

^*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).

CUSIP No. 898570106
	1.	Names of Reporting Persons. Discovery Equity Partners, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	¨
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
	6.	Citizenship or Place of Organization Illinois

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power None.
	8.	Shared Voting Power 2,313,536
	9.	Sole Dispositive Power None.
	7	Shared Dispositive Power 2,313,536

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,313,536
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
	13.	Percent of Class Represented by Amount in Row (11) 6.5%
	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 898570106
	1.	Names of Reporting Persons. Discovery Group I, LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	¨
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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 None.
	8.	Shared Voting Power 2,313,536
	9.	Sole Dispositive Power None.
	10.	Shared Dispositive Power 2,313,536

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,313,536
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
	13.	Percent of Class Represented by Amount in Row (11) 6.5%
	14.	Type of Reporting Person (See Instructions) IA

CUSIP No. 898570106
	1.	Names of Reporting Persons. Daniel J. Donoghue
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	¨
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power None.
	8.	Shared Voting Power 2,313,536
	9.	Sole Dispositive Power None.
	10.	Shared Dispositive Power 2,313,536

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,313,536
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
	13.	Percent of Class Represented by Amount in Row (11) 6.5%
	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 898570106
	1.	Names of Reporting Persons. Michael R. Murphy
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	¨
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power None.
	8.	Shared Voting Power 2,313,536
	9.	Sole Dispositive Power None.
	10.	Shared Dispositive Power 2,313,536

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,313,536
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
	13.	Percent of Class Represented by Amount in Row (11) 6.5%
	14.	Type of Reporting Person (See Instructions) IN

Item 1.	Security and Issuer
	This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of TubeMogul, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 1250 53rd Street, Suite 2, Emeryville, CA 94608. This Amendment No. 1 amends and supplements, as set forth below, the information contained in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on September 4, 2015 (the “Schedule 13D”). All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D. Except as amended by this Amendment No. 1, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, complete and correct as of the date of this Amendment No. 1.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended to read in its entirety as follows:
	The total purchase price for the 2,313,536  shares of Common Stock beneficially owned by the Reporting Persons as of June 14, 2016 was approximately $30,180,538.  The source of such funds was the assets of Discovery Equity Partners, including proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Discovery Equity Partners with a broker on customary terms and conditions.  Discovery Equity Partners is the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.
Item 5.	Interest in Securities of the Issuer
	Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:
	The information concerning percentages of ownership set forth below is based on 35,759,820 shares of Common Stock outstanding as of April 29, 2016 in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.
	Discovery Equity Partners beneficially owns 2,313,536  shares of Common Stock as of June 14, 2016, which represents 6.5% of the outstanding Common Stock.
	Discovery Group beneficially owns 2,313,536  shares of Common Stock as of June 14, 2016, which represents 6.5% of the outstanding Common Stock.
	Mr. Donoghue beneficially owns 2,313,536  shares of Common Stock as of June 14, 2016, which represents 6.5% of the outstanding Common Stock.
	Mr. Murphy beneficially owns 2,313,536  shares of Common Stock as of June 14, 2016, which represents 6.5% of the outstanding Common Stock..
	Discovery Group is the sole general partner of Discovery Equity Partners.  Messrs. Donoghue and Murphy are the sole managing members of Discovery Group.  As a consequence, Discovery Group and Messrs. Donoghue and Murphy may be deemed to share beneficial ownership of all of the shares of Common Stock owned by Discovery Equity Partners.
	The transactions in Common Stock effected by the Reporting Persons during the past 60 days are set out in Exhibit 1 hereto.

	No person other than Discovery Equity Partners is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended to read in its entirety as follows:
	There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and Discovery Equity Partners, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreement of the Reporting Persons with respect to the Schedule 13D that was included as an exhibit thereto, the Joint Filing Agreement of the Reporting Persons with respect to this Amendment No. 1 included as Exhibit 2 to this Amendment No. 1, and the Powers of Attorney granted by Messrs. Donoghue and Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Powers of Attorney are included as Exhibit 3 and Exhibit 4, respectively, to this Amendment No. 1.
Item 7.	Material to Be Filed as Exhibits
	Exhibit 1:            List of transactions effected by the Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.
	Exhibit 2:            Joint Filing Agreement dated as of June 15, 2016, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
	Exhibit 3:            Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
	Exhibit 4:            Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

Signature

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.

	June 15, 2016
	Date
	DISCOVERY GROUP I, LLC,
	for itself and as general partner of
	DISCOVERY EQUITY PARTNERS, L.P.
	By:  Michael R. Murphy*
	Signature
	Michael R. Murphy, Managing Member
	Name/Title
	Daniel J. Donoghue*
	Signature
	Daniel J. Donoghue
	Name/Title
	Michael R. Murphy*
	Signature
	Michael R. Murphy
	Name/Title
	*By: /s/ Mark Buckley
	Mark Buckley
	Attorney-in-Fact for Daniel J. Donoghue
	Attorney-in-Fact for Michael R. Murphy

Exhibit Index

 

Exhibit 1		List of transactions effected by the Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.
Exhibit 2		Joint Filing Agreement dated as of June 15, 2016, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
Exhibit 3		Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
Exhibit 4		Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.