Michael Murphy and Daniel Donoghue‘s Discovery Group recently filed a Form 13D with the Securities and Exchange Commission, in which it reported holding 3.07 million shares of Tubemogul Inc (NASDAQ:TUBE), which account for 8.5% of the company’s outstanding stock. This represents an increase in the fund’s stake, as Discovery Group previously owned 2.71 million shares or 7.5% of the company’s outstanding stock, as per its 13D filing on August 16.
TubeMogul is a company that develops software for digital brand advertising. Over the past 12 months, the company’s stock is down by 22.53%. For the second quarter of 2016, Tubemogul Inc (NASDAQ:TUBE) disclosed a loss per share of $0.11, missing estimates of a loss per share of $0.07, and revenue of $55.4 million, also below analysts’ consensus estimate of $58.1 million.
There has been a lot of analyst ratings activity on Tubemogul’s stock recently, with many cutting their price targets on it. To begin with, First Analysis downgraded its rating on the company’s shares to ‘Equal Weight’ from ‘Overweight’ and lowered its price target on them to $11 from $17, while Piper Jaffray reiterated its ‘Overweight’ rating but reduced its price target on the stock to $17 from $23. JPMorgan Chase & Co. also lowered its price target on the stock to $17, from $20, and has an ‘Overweight’ rating on it. Meanwhile, JMP Securities downgraded its rating on Tubemogul to ‘Market Perform’ from ‘Outperform’, while Oppenheimer lowered its price target to $14 from $18 and has an ‘Outperform’ rating. Lastly, Citigroup Inc. also reduced its price target on the stock, to $15 from $18, while having a ‘Buy’ rating on it.
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The number of hedge funds in Insider Monkey’s database long the stock decreased by one during the second quarter, as at the end of June, there were seven investors long Tubemogul Inc (NASDAQ:TUBE). Anand Parekh’s Alyeska Investment Group held a position valued at $16.29 million, while Glenn Russell Dubin’s Highbridge Capital Management initiated a position worth $208,000 on June 30.
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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 |
|---|---|---|---|---|---|---|
| Discovery Equity Partners | 3,071,251 | 3,071,251 | 3,071,251 | 8.5% | ||
| Discovery Group I | 3,071,251 | 3,071,251 | 3,071,251 | 8.5% | ||
| Daniel J. Donoghue | 3,071,251 | 3,071,251 | 3,071,251 | 8.5% | ||
| Michael R. Murphy | 3,071,251 | 3,071,251 | 3,071,251 | 8.5% |
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Page 1 of 9 – SEC Filing
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. 3)*
| 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) |
| August 29, 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).
Page 2 of 9 – SEC Filing
| 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 3,071,251 | |
| 9. | Sole Dispositive Power None. | |
| 7 | Shared Dispositive Power 3,071,251 | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,071,251 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| 13. | Percent of Class Represented by Amount in Row (11) 8.5% | |
| 14. | Type of Reporting Person (See Instructions) PN | |
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Page 3 of 9 – SEC Filing
| 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 3,071,251 | |
| 9. | Sole Dispositive Power None. | |
| 10. | Shared Dispositive Power 3,071,251 | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,071,251 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| 13. | Percent of Class Represented by Amount in Row (11) 8.5% | |
| 14. | Type of Reporting Person (See Instructions) IA | |
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Page 4 of 9 – SEC Filing
| 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 3,071,251 | |
| 9. | Sole Dispositive Power None. | |
| 10. | Shared Dispositive Power 3,071,251 | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,071,251 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| 13. | Percent of Class Represented by Amount in Row (11) 8.5% | |
| 14. | Type of Reporting Person (See Instructions) IN | |
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Page 5 of 9 – SEC Filing
| 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 3,071,251 | |
| 9. | Sole Dispositive Power None. | |
| 10. | Shared Dispositive Power 3,071,251 | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,071,251 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| 13. | Percent of Class Represented by Amount in Row (11) 8.5% | |
| 14. | Type of Reporting Person (See Instructions) IN | |
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Page 6 of 9 – SEC Filing
| Item 1. | Security and Issuer |
| This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) 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. 3 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, as amended by Amendment No. 1 thereto filed by the Reporting Persons with respect to the Company on June 15, 2016, and as amended by Amendment No. 2 thereto filed by the Reporting Persons with respect to the Company on August 16, 2016 (as so amended, 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. 3, 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. 3. | |
| Item 3. | Source and Amount of Funds or Other Consideration |
| Item 3 of the Schedule 13D is hereby amended to read in its The total purchase price for the 3,071,251 shares of Common |
| Item 5. | Interest in Securities of the Issuer |
| Item 5 of the Schedule 13D is hereby amended to read in its The information concerning percentages of ownership set forth Discovery Equity Partners beneficially owns 3,071,251 shares Discovery Group beneficially owns 3,071,251 shares of Common Mr. Donoghue beneficially owns 3,071,251 shares of Common Stock Mr. Murphy beneficially owns 3,071,251 shares of Common Stock Discovery Group is the |
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Page 7 of 9 – SEC Filing
| The transactions in Common Stock effected by the Reporting Persons No person other than Discovery | |
| 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 There are no contracts, | |
| Item 7. | Material to Be Filed as Exhibits |
| Exhibit 1: List of transactions effected by the Reporting Persons in the Company’s Common Stock since those reported in the Schedule 13D filed by the Reporting Persons on August 16, 2016. | |
| Exhibit 2: Joint Filing Agreement dated as of August 30, 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. |
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Page 8 of 9 – SEC Filing
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.
| August 30, 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 |
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Page 9 of 9 – SEC Filing
Exhibit Index
| Exhibit 1 | List of transactions effected by the Reporting Persons in the Company’s Common Stock since those reported in the Schedule 13D filed by the Reporting Persons on August 16, 2016. | |
| Exhibit 2 | Joint Filing Agreement dated as of August 30, 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. |
