Filing Details
- Accession Number:
- 0001193125-16-642652
- Form Type:
- 13D Filing
- Publication Date:
- 2016-07-06 20:33:03
- Filed By:
- Trinity Tvl X, Llc
- Company:
- Tubemogul Inc (NASDAQ:TUBE)
- Filing Date:
- 2016-07-07
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Trinity TVL X | 0 | 4,747,696 | 0 | 4,747,696 | 4,747,696 | 13.3% |
| Trinity Ventures X | 0 | 4,747,696 | 0 | 4,747,696 | 4,747,696 | 13.3% |
| Trinity X Entrepreneurs Fund | 0 | 4,747,696 | 0 | 4,747,696 | 4,747,696 | 13.3% |
| Trinity X Side-By-Side Fund | 0 | 4,747,696 | 0 | 4,747,696 | 4,747,696 | 13.3% |
| TVL Management Corporation | 2,638 | 4,747,696 | 2,638 | 4,747,696 | 4,750,334 | 13.3% |
| Lawrence K. Orr | 9,094 | 4,747,696 | 9,094 | 4,747,696 | 4,756,790 | 13.3% |
| Noel J. Fenton | 7,906 | 4,747,696 | 7,906 | 4,747,696 | 4,755,602 | 13.3% |
| Augustus O. Tai | 11,807 | 4,747,696 | 11,807 | 4,747,696 | 4,759,503 | 13.3% |
| Fred Wang | 1,294 | 4,747,696 | 1,294 | 4,747,696 | 4,748,990 | 13.3% |
| Patricia Nakache | 0 | 4,747,696 | 0 | 4,747,696 | 4,747,696 | 13.3% |
| Ajay Chopra | 13,305 | 4,747,696 | 13,305 | 4,747,696 | 4,761,001 | 13.3% |
| Karan Mehandru | 1,858 | 4,747,696 | 1,858 | 4,747,696 | 4,749,554 | 13.3% |
| Daniel Scholnick | 6,234 | 4,747,696 | 6,234 | 4,747,696 | 4,753,930 | 13.3% |
| Nina C. Labatt | 0 | 4,747,696 | 0 | 4,747,696 | 4,747,696 | 13.3% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
TubeMogul, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
898570 10 6
(CUSIP Number)
NINA C. LABATT
TRINITY VENTURES
2480 SAND HILL ROAD, SUITE 200
MENLO PARK, CALIFORNIA 94025
TELEPHONE: (650) 854-9500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 30, 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 persons 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. 898570 10 6 | 13D/A |
| 1. | Name of Reporting Persons
Trinity TVL X, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check 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
0 | ||||
| 8. | Shared Voting Power
4,747,696 shares of Common Stock (2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
4,747,696 shares of Common Stock (2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,747,696 shares of Common Stock (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
13.3% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
OO | |||||
| (1) | This Schedule 13D/A is filed by Trinity TVL X, LLC (Trinity TVL X), Trinity Ventures X, L.P. (Trinity X), Trinity X Entrepreneurs Fund, L.P. (Trinity EF X), Trinity X Side-By-Side Fund, L.P. (Trinity SBS X), TVL Management Corporation (TVL Management, together with Trinity TVL X, Trinity X, Trinity EF X and Trinity SBS X, collectively, the Trinity Entities) and Lawrence K. Orr (Orr), Noel J. Fenton (Fenton), Augustus O. Tai (Tai), Fred Wang (Wang), Patricia Nakache (Nakache), Ajay Chopra (Chopra), Karan Mehandru (Mehandru), Daniel Scholnick (Scholnick) and Nina C. Labatt (Labatt), (together with the Trinity Entities and Orr, Fenton, Tai, Wang, Nakache, Chopra, Mehandru, Scholnick and Labatt, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D/A. |
| (2) | Includes (i) 4,675,999 shares held by Trinity X, (ii) 45,218 shares held by Trinity EF X and (iii) 26,479 shares held by Trinity SBS X. Trinity TVL X is the general partner of Trinity X, Trinity EF X and Trinity SBS X and has sole voting and investment power with respect to the shares held by Trinity X, Trinity EF X and Trinity SBS X. Orr, Fenton, Tai, Wang, Nakache, Chopra, Mehandru, Scholnick, Labatt and TVL Management are management members of Trinity TVL X and may be deemed to share voting and investment power over the shares owned by Trinity X, Trinity EF X and Trinity SBS X. |
| (3) | This percentage is calculated based upon 35,759,820 shares of the Common Stock outstanding (as of April 29, 2016) as set forth in Issuers Form 10-Q for the quarterly period ended March 31, 2016 filed with the Securities and Exchange Commission (SEC) on May 10, 2016. |
| CUSIP No. 898570 10 6 | 13D/A |
| 1. | Name of Reporting Persons
Trinity Ventures X, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check 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
0 | ||||
| 8. | Shared Voting Power
4,747,696 shares of Common Stock (2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
4,747,696 shares of Common Stock (2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,747,696 shares of Common Stock (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
13.3% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | This Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D/A. |
| (2) | Includes (i) 4,675,999 shares held by Trinity X, (ii) 45,218 shares held by Trinity EF X and (iii) 26,479 shares held by Trinity SBS X. Trinity TVL X is the general partner of Trinity X, Trinity EF X and Trinity SBS X and has sole voting and investment power with respect to the shares held by Trinity X, Trinity EF X and Trinity SBS X. Orr, Fenton, Tai, Wang, Nakache, Chopra, Mehandru, Scholnick, Labatt and TVL Management are management members of Trinity TVL X and may be deemed to share voting and investment power over the shares owned by Trinity X, Trinity EF X and Trinity SBS X. |
| (3) | This percentage is calculated based upon 35,759,820 shares of the Common Stock outstanding (as of April 29, 2016) as set forth in Issuers Form 10-Q for the quarterly period ended March 31, 2016 filed with the SEC on May 10, 2016. |
| CUSIP No. 898570 10 6 | 13D/A |
| 1. | Name of Reporting Persons
Trinity X Entrepreneurs Fund, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check 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
0 | ||||
| 8. | Shared Voting Power
4,747,696 shares of Common Stock (2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
4,747,696 shares of Common Stock (2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,747,696 shares of Common Stock (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
13.3% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | This Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D/A. |
| (2) | Includes (i) 4,675,999 shares held by Trinity X, (ii) 45,218 shares held by Trinity EF X and (iii) 26,479 shares held by Trinity SBS X. Trinity TVL X is the general partner of Trinity X, Trinity EF X and Trinity SBS X and has sole voting and investment power with respect to the shares held by Trinity X, Trinity EF X and Trinity SBS X. Orr, Fenton, Tai, Wang, Nakache, Chopra, Mehandru, Scholnick, Labatt and TVL Management are management members of Trinity TVL X and may be deemed to share voting and investment power over the shares owned by Trinity X, Trinity EF X and Trinity SBS X. |
| (3) | This percentage is calculated based upon 35,759,820 shares of the Common Stock outstanding (as of April 29, 2016) as set forth in Issuers Form 10-Q for the quarterly period ended March 31, 2016 filed with the SEC on May 10, 2016. |
| CUSIP No. 898570 10 6 | 13D/A |
| 1. | Name of Reporting Persons
Trinity X Side-By-Side Fund, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check 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
0 | ||||
| 8. | Shared Voting Power
4,747,696 shares of Common Stock (2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
4,747,696 shares of Common Stock (2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,747,696 shares of Common Stock (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
13.3% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
PN | |||||
| (1) | This Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D/A. |
| (2) | Includes (i) 4,675,999 shares held by Trinity X, (ii) 45,218 shares held by Trinity EF X and (iii) 26,479 shares held by Trinity SBS X. Trinity TVL X is the general partner of Trinity X, Trinity EF X and Trinity SBS X and has sole voting and investment power with respect to the shares held by Trinity X, Trinity EF X and Trinity SBS X. Orr, Fenton, Tai, Wang, Nakache, Chopra, Mehandru, Scholnick, Labatt and TVL Management are management members of Trinity TVL X and may be deemed to share voting and investment power over the shares owned by Trinity X, Trinity EF X and Trinity SBS X. |
| (3) | This percentage is calculated based upon 35,759,820 shares of the Common Stock outstanding (as of April 29, 2016) as set forth in Issuers Form 10-Q for the quarterly period ended March 31, 2016 filed with the SEC on May 10, 2016. |
| CUSIP No. 898570 10 6 | 13D/A |
| 1. | Name of Reporting Persons
TVL Management Corporation | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
¨ | |||||
| 6. | Citizenship or Place of Organization
California | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
2,638 shares of Common Stock | ||||
| 8. | Shared Voting Power
4,747,696 shares of Common Stock (2) | |||||
| 9. | Sole Dispositive Power
2,638 shares of Common Stock | |||||
| 10. | Shared Dispositive Power
4,747,696 shares of Common Stock (2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,750,334 shares of Common Stock | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
13.3% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
CO | |||||
| (1) | This Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D/A. |
| (2) | Includes (i) 4,675,999 shares held by Trinity X, (ii) 45,218 shares held by Trinity EF X and (iii) 26,479 shares held by Trinity SBS X. Trinity TVL X is the general partner of Trinity X, Trinity EF X and Trinity SBS X and has sole voting and investment power with respect to the shares held by Trinity X, Trinity EF X and Trinity SBS X. Orr, Fenton, Tai, Wang, Nakache, Chopra, Mehandru, Scholnick, Labatt and TVL Management are management members of Trinity TVL X and may be deemed to share voting and investment power over the shares owned by Trinity X, Trinity EF X and Trinity SBS X. |
| (3) | This percentage is calculated based upon 35,759,820 shares of the Common Stock outstanding (as of April 29, 2016) as set forth in Issuers Form 10-Q for the quarterly period ended March 31, 2016 filed with the SEC on May 10, 2016. |
| CUSIP No. 898570 10 6 | 13D/A |
| 1. | Name of Reporting Persons
Lawrence K. Orr | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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
9,094 shares of Common Stock (4) | ||||
| 8. | Shared Voting Power
4,747,696 shares of Common Stock (2) | |||||
| 9. | Sole Dispositive Power
9,094 shares of Common Stock (4) | |||||
| 10. | Shared Dispositive Power
4,747,696 shares of Common Stock (2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,756,790 shares of Common Stock | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
13.3% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | This Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D/A. |
| (2) | Includes (i) 4,675,999 shares held by Trinity X, (ii) 45,218 shares held by Trinity EF X and (iii) 26,479 shares held by Trinity SBS X. Trinity TVL X is the general partner of Trinity X, Trinity EF X and Trinity SBS X and has sole voting and investment power with respect to the shares held by Trinity X, Trinity EF X and Trinity SBS X. Orr, Fenton, Tai, Wang, Nakache, Chopra, Mehandru, Scholnick, Labatt and TVL Management are management members of Trinity TVL X and may be deemed to share voting and investment power over the shares owned by Trinity X, Trinity EF X and Trinity SBS X. |
| (3) | This percentage is calculated based upon 35,759,820 shares of the Common Stock outstanding (as of April 29, 2016) as set forth in Issuers Form 10-Q for the quarterly period ended March 31, 2016 filed with the SEC on May 10, 2016. |
| (4) | The shares are held by the Lederer-Orr Family Trust (the Lederer-Orr Family Trust). Mr. Orr is a trustee of the Lederer-Orr Family Trust. |
| CUSIP No. 898570 10 6 | 13D/A |
| 1. | Name of Reporting Persons
Noel J. Fenton | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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
7,906 shares of Common Stock (4) | ||||
| 8. | Shared Voting Power
4,747,696 shares of Common Stock (2) | |||||
| 9. | Sole Dispositive Power
7,906 shares of Common Stock (4) | |||||
| 10. | Shared Dispositive Power
4,747,696 shares of Common Stock (2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,755,602 shares of Common Stock | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
13.3% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | This Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D/A. |
| (2) | Includes (i) 4,675,999 shares held by Trinity X, (ii) 45,218 shares held by Trinity EF X and (iii) 26,479 shares held by Trinity SBS X. Trinity TVL X is the general partner of Trinity X, Trinity EF X and Trinity SBS X and has sole voting and investment power with respect to the shares held by Trinity X, Trinity EF X and Trinity SBS X. Orr, Fenton, Tai, Wang, Nakache, Chopra, Mehandru, Scholnick, Labatt and TVL Management are management members of Trinity TVL X and may be deemed to share voting and investment power over the shares owned by Trinity X, Trinity EF X and Trinity SBS X. |
| (3) | This percentage is calculated based upon 35,759,820 shares of the Common Stock outstanding (as of April 29, 2016) as set forth in Issuers Form 10-Q for the quarterly period ended March 31, 2016 filed with the SEC on May 10, 2016. |
| (4) | The shares are held by the Fenton Family 1994 Trust (the Fenton Family Trust). Mr. Fenton is a trustee of the Fenton Family Trust. |
| CUSIP No. 898570 10 6 | 13D/A |
| 1. | Name of Reporting Persons
Augustus O. Tai | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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
11,807 shares of Common Stock (4) | ||||
| 8. | Shared Voting Power
4,747,696 shares of Common Stock (2) | |||||
| 9. | Sole Dispositive Power
11,807 shares of Common Stock (4) | |||||
| 10. | Shared Dispositive Power
4,747,696 shares of Common Stock (2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,759,503 shares of Common Stock | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
13.3% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | This Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D/A. |
| (2) | Includes (i) 4,675,999 shares held by Trinity X, (ii) 45,218 shares held by Trinity EF X and (iii) 26,479 shares held by Trinity SBS X. Trinity TVL X is the general partner of Trinity X, Trinity EF X and Trinity SBS X and has sole voting and investment power with respect to the shares held by Trinity X, Trinity EF X and Trinity SBS X. Orr, Fenton, Tai, Wang, Nakache, Chopra, Mehandru, Scholnick, Labatt and TVL Management are management members of Trinity TVL X and may be deemed to share voting and investment power over the shares owned by Trinity X, Trinity EF X and Trinity SBS X. |
| (3) | This percentage is calculated based upon 35,759,820 shares of the Common Stock outstanding (as of April 29, 2016) as set forth in Issuers Form 10-Q for the quarterly period ended March 31, 2016 filed with the SEC on May 10, 2016. |
| (4) | The shares are held by the Tai Family Trust (the Tai Family Trust). Mr. Tai is a trustee of the Tai Family Trust. |
| CUSIP No. 898570 10 6 | 13D/A |
| 1. | Name of Reporting Persons
Fred Wang | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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
1,294 shares of Common Stock (4) | ||||
| 8. | Shared Voting Power
4,747,696 shares of Common Stock (2) | |||||
| 9. | Sole Dispositive Power
1,294 shares of Common Stock (4) | |||||
| 10. | Shared Dispositive Power
4,747,696 shares of Common Stock (2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,748,990 shares of Common Stock | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
13.3% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | This Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D/A. |
| (2) | Includes (i) 4,675,999 shares held by Trinity X, (ii) 45,218 shares held by Trinity EF X and (iii) 26,479 shares held by Trinity SBS X. Trinity TVL X is the general partner of Trinity X, Trinity EF X and Trinity SBS X and has sole voting and investment power with respect to the shares held by Trinity X, Trinity EF X and Trinity SBS X. Orr, Fenton, Tai, Wang, Nakache, Chopra, Mehandru, Scholnick, Labatt and TVL Management are management members of Trinity TVL X and may be deemed to share voting and investment power over the shares owned by Trinity X, Trinity EF X and Trinity SBS X. |
| (3) | This percentage is calculated based upon 35,759,820 shares of the Common Stock outstanding (as of April 29, 2016) as set forth in Issuers Form 10-Q for the quarterly period ended March 31, 2016 filed with the SEC on May 10, 2016. |
| (4) | The shares are held by the Wang Family Trust (the Wang Family Trust). Mr. Wang is a trustee of the Wang Family Trust. |
| CUSIP No. 898570 10 6 | 13D/A |
| 1. | Name of Reporting Persons
Patricia Nakache | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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
0 shares of Common Stock | ||||
| 8. | Shared Voting Power
4,747,696 shares of Common Stock (2) | |||||
| 9. | Sole Dispositive Power
0 shares of Common Stock | |||||
| 10. | Shared Dispositive Power
4,747,696 shares of Common Stock (2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,747,696 shares of Common Stock | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
13.3% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | This Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D/A. |
| (2) | Includes (i) 4,675,999 shares held by Trinity X, (ii) 45,218 shares held by Trinity EF X and (iii) 26,479 shares held by Trinity SBS X. Trinity TVL X is the general partner of Trinity X, Trinity EF X and Trinity SBS X and has sole voting and investment power with respect to the shares held by Trinity X, Trinity EF X and Trinity SBS X. Orr, Fenton, Tai, Wang, Nakache, Chopra, Mehandru, Scholnick, Labatt and TVL Management are management members of Trinity TVL X and may be deemed to share voting and investment power over the shares owned by Trinity X, Trinity EF X and Trinity SBS X. |
| (3) | This percentage is calculated based upon 35,759,820 shares of the Common Stock outstanding (as of April 29, 2016) as set forth in Issuers Form 10-Q for the quarterly period ended March 31, 2016 filed with the SEC on May 10, 2016. |
| CUSIP No. 898570 10 6 | 13D/A |
| 1. | Name of Reporting Persons
Ajay Chopra | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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
13,305 shares of Common Stock (4) | ||||
| 8. | Shared Voting Power
4,747,696 shares of Common Stock (2) | |||||
| 9. | Sole Dispositive Power
13,305 shares of Common Stock (4) | |||||
| 10. | Shared Dispositive Power
4,747,696 shares of Common Stock (2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,761,001 shares of Common Stock | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
13.3% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | This Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D/A. |
| (2) | Includes (i) 4,675,999 shares held by Trinity X, (ii) 45,218 shares held by Trinity EF X and (iii) 26,479 shares held by Trinity SBS X. Trinity TVL X is the general partner of Trinity X, Trinity EF X and Trinity SBS X and has sole voting and investment power with respect to the shares held by Trinity X, Trinity EF X and Trinity SBS X. Orr, Fenton, Tai, Wang, Nakache, Chopra, Mehandru, Scholnick, Labatt and TVL Management are management members of Trinity TVL X and may be deemed to share voting and investment power over the shares owned by Trinity X, Trinity EF X and Trinity SBS X. |
| (3) | This percentage is calculated based upon 35,759,820 shares of the Common Stock outstanding (as of April 29, 2016) as set forth in Issuers Form 10-Q for the quarterly period ended March 31, 2016 filed with the SEC on May 10, 2016. |
| (4) | Includes 10,131 shares held by the Chopra/Banerjee Revocable Trust (the Chopra Family Trust). Mr. Chopra is a trustee of the Chopra Family Trust. |
| CUSIP No. 898570 10 6 | 13D/A |
| 1. | Name of Reporting Persons
Karan Mehandru | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
¨ | |||||
| 6. | Citizenship or Place of Organization
Canada | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
1,858 shares of Common Stock)(4) | ||||
| 8. | Shared Voting Power
4,747,696 shares of Common Stock (2) | |||||
| 9. | Sole Dispositive Power
1,858 shares of Common Stock) (4) | |||||
| 10. | Shared Dispositive Power
4,747,696 shares of Common Stock (2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,749,554 shares of Common Stock | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
13.3% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | This Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D/A. |
| (2) | Includes (i) 4,675,999 shares held by Trinity X, (ii) 45,218 shares held by Trinity EF X and (iii) 26,479 shares held by Trinity SBS X. Trinity TVL X is the general partner of Trinity X, Trinity EF X and Trinity SBS X and has sole voting and investment power with respect to the shares held by Trinity X, Trinity EF X and Trinity SBS X. Orr, Fenton, Tai, Wang, Nakache, Chopra, Mehandru, Scholnick, Labatt and TVL Management are management members of Trinity TVL X and may be deemed to share voting and investment power over the shares owned by Trinity X, Trinity EF X and Trinity SBS X. |
| (3) | This percentage is calculated based upon 35,759,820 shares of the Common Stock outstanding (as of April 29, 2016) as set forth in Issuers Form 10-Q for the quarterly period ended March 31, 2016 filed with the SEC on May 10, 2016. |
| (4) | The shares are held by the Mehandru Nguyen Revocable Trust Dated October 30, 2015 (the Mehandru Nguyen Trust). Mr. Mehandru is a trustee of the Mehandru Nguyen Trust. |
| CUSIP No. 898570 10 6 | 13D/A |
| 1. | Name of Reporting Persons
Daniel Scholnick | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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
6,234 shares of Common Stock | ||||
| 8. | Shared Voting Power
4,747,696 shares of Common Stock (2) | |||||
| 9. | Sole Dispositive Power
6,234 shares of Common Stock | |||||
| 10. | Shared Dispositive Power
4,747,696 shares of Common Stock (2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,753,930 shares of Common Stock | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
13.3% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | This Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D/A. |
| (2) | Includes (i) 4,675,999 shares held by Trinity X, (ii) 45,218 shares held by Trinity EF X and (iii) 26,479 shares held by Trinity SBS X. Trinity TVL X is the general partner of Trinity X, Trinity EF X and Trinity SBS X and has sole voting and investment power with respect to the shares held by Trinity X, Trinity EF X and Trinity SBS X. Orr, Fenton, Tai, Wang, Nakache, Chopra, Mehandru, Scholnick, Labatt and TVL Management are management members of Trinity TVL X and may be deemed to share voting and investment power over the shares owned by Trinity X, Trinity EF X and Trinity SBS X. |
| (3) | This percentage is calculated based upon 35,759,820 shares of the Common Stock outstanding (as of April 29, 2016) as set forth in Issuers Form 10-Q for the quarterly period ended March 31, 2016 filed with the SEC on May 10, 2016. |
| CUSIP No. 898570 10 6 | 13D/A |
| 1. | Name of Reporting Persons
Nina C. Labatt | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x(1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 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
0 | ||||
| 8. | Shared Voting Power
4,747,696 shares of Common Stock (2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
4,747,696 shares of Common Stock (2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,747,696 shares of Common Stock | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
13.3% (3) | |||||
| 14. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | This Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D/A. |
| (2) | Includes (i) 4,675,999 shares held by Trinity X, (ii) 45,218 shares held by Trinity EF X and (iii) 26,479 shares held by Trinity SBS X. Trinity TVL X is the general partner of Trinity X, Trinity EF X and Trinity SBS X and has sole voting and investment power with respect to the shares held by Trinity X, Trinity EF X and Trinity SBS X. Orr, Fenton, Tai, Wang, Nakache, Chopra, Mehandru, Scholnick, Labatt and TVL Management are management members of Trinity TVL X and may be deemed to share voting and investment power over the shares owned by Trinity X, Trinity EF X and Trinity SBS X. |
| (3) | This percentage is calculated based upon 35,759,820 shares of the Common Stock outstanding (as of April 29, 2016) as set forth in Issuers Form 10-Q for the quarterly period ended March 31, 2016 filed with the SEC on May 10, 2016. |
Explanatory Note
This Schedule 13D/A (this Schedule 13D/A) is being filed by the Reporting Persons (as defined below) to amend the Schedule 13D originally filed with the Securities and Exchange Commission on August 5, 2014 and amended June 19, 2015 and March 4, 2016 (as amended, the Original Schedule 13D) to report the sale of shares of Common Stock (as defined below) of TubeMogul, Inc. (the Issuer) by certain of the Reporting Persons. The Original Schedule 13D is hereby amended and supplemented as detailed below, and, except as specifically amended and supplemented hereby, the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Schedule 13D/A but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
On June 30, 2016, the Reporting Persons distributed in kind an aggregate of 296,731 shares of Common Stock held by the Reporting Persons on a pro rata basis to their respective partners and members. The distributions were effected pursuant to a Rule 10b5-1 plan adopted on September 14, 2015.
Item 5. Interest in Securities of the Issuer
Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
(a)-(b) The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this Schedule 13D/A is provided as of the date of this filing:
| Reporting Persons | Shares Held Directly (1) | Sole Voting Power (1) | Shared Voting Power (2) | Sole Dispositive Power (1) | Shared Dispositive Power (2) | Beneficial Ownership | Percentage of Class (3) | |||||||||||||||||||||
| Trinity X | 4,675,999 | 0 | 4,747,696 | 0 | 4,747,696 | 4,747,696 | 13.3 | % | ||||||||||||||||||||
| Trinity EF X | 45,218 | 0 | 4,747,696 | 0 | 4,747,696 | 4,747,696 | 13.3 | % | ||||||||||||||||||||
| Trinity SBS X | 26,479 | 0 | 4,747,696 | 0 | 4,747,696 | 4,747,696 | 13.3 | % | ||||||||||||||||||||
| Trinity TVL X (2) | 0 | 0 | 4,747,696 | 0 | 4,747,696 | 4,747,696 | 13.3 | % | ||||||||||||||||||||
| TVL Management (2) | 2,638 | 2,638 | 4,747,696 | 2,638 | 4,747,696 | 4,750,334 | 13.3 | % | ||||||||||||||||||||
| Orr (2) | 9,094 | 9,094 | 4,747,696 | 9,094 | 4,747,696 | 4,756,790 | 13.3 | % | ||||||||||||||||||||
| Fenton (2) | 7,906 | 7,906 | 4,747,696 | 7,906 | 4,747,696 | 4,755,602 | 13.3 | % | ||||||||||||||||||||
| Tai (2) | 11,807 | 11,807 | 4,747,696 | 11,807 | 4,747,696 | 4,759,503 | 13.3 | % | ||||||||||||||||||||
| Wang (2) | 1,294 | 1,294 | 4,747,696 | 1,294 | 4,747,696 | 4,748,990 | 13.3 | % | ||||||||||||||||||||
| Nakache (2) | 0 | 0 | 4,747,696 | 0 | 4,747,696 | 4,747,696 | 13.3 | % | ||||||||||||||||||||
| Chopra (2) | 13,305 | 13,305 | 4,747,696 | 13,305 | 4,747,696 | 4,761,001 | 13.3 | % | ||||||||||||||||||||
| Mehandru (2) | 1,858 | 1,858 | 4,747,696 | 1,858 | 4,747,696 | 4,749,554 | 13.3 | % | ||||||||||||||||||||
| Scholnick (2) | 6,234 | 6,234 | 4,747,696 | 6,234 | 4,747,696 | 4,753,930 | 13.3 | % | ||||||||||||||||||||
| Labatt (2) | 0 | 0 | 4,747,696 | 0 | 4,747,696 | 4,747,696 | 13.3 | % | ||||||||||||||||||||
| (1) | Represents the number of shares of Common Stock held by the Reporting Persons. |
| (2) | Trinity TVL X is the general partner of Trinity X, Trinity EF X and Trinity SBS X and has sole voting and investment power with respect to the shares held by Trinity X, Trinity EF X and Trinity SBS X. Orr, Fenton, Tai, Wang, Nakache, Chopra, Mehandru, Scholnick, Labatt and TVL Management are management members of Trinity TVL X and may be deemed to share voting and investment power over the shares owned by Trinity X, Trinity EF X and Trinity SBS X. Trinity TVL X owns no securities of the Issuer directly. |
| (3) | This percentage is calculated based upon 35,759,820 shares of the Common Stock outstanding (as of April 29, 2016) as set forth in Issuers Form 10-Q for the quarterly period ended March 31, 2016 filed with the SEC on May 10, 2016. |
(c) On June 30, 2016, the Reporting Persons distributed in kind the following shares of Common Stock on a pro rata basis to their respective partners and members:
| Reporting Persons | Number of Shares Distributed | |||
| Trinity X | 292,250 | |||
| Trinity EF X | 2,826 | |||
| Trinity SBS X | 1,655 | |||
| Total: | 296,731 | |||
By virtue of the foregoing distributions, the following Reporting Persons received an aggregate of 4,307 shares of Common Stock:
| Reporting Persons | Number of Shares Distributed | |||
| Orr | 682 | |||
| Fenton | 633 | |||
| Tai | 796 | |||
| Wang | 647 | |||
| Nakache | 522 | |||
| Chopra | 577 | |||
| Mehandru | 78 | |||
| Scholnick | 262 | |||
| TVL Management Corporation | 110 | |||
| Total: | 4,307 | |||
On July 1, 2016, Nakache sold the 522 shares received in the distribution at a weighted average price per share of $11.82. This sale was effected pursuant to a Rule 10b5-1 plan adopted by Nakache on September 14, 2015. Except as set forth above, none of the Reporting Persons has effected any transactions in the Common Stock during the past 60 days.
(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock beneficially owned by the Reporting Persons.
(e) Not applicable.
SIGNATURES
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.
Date: July 7, 2016
TRINITY TVL X, LLC
| By: | /s/ Nina C. Labatt | |
| Nina C. Labatt, Management Member | ||
| TRINITY VENTURES X, L.P. | ||
| By its General Partner, Trinity TVL X, LLC | ||
| By: | /s/ Nina C. Labatt | |
| Nina C. Labatt, Management Member | ||
| TRINITY X ENTREPRENEURS FUND, L.P. | ||
| By its General Partner, Trinity TVL X, LLC | ||
| By: | /s/ Nina C. Labatt | |
| Nina C. Labatt, Management Member | ||
| TRINITY X SIDE-BY-SIDE FUND, L.P. | ||
| By its General Partner, Trinity TVL X, LLC | ||
| By: | /s/ Nina C. Labatt | |
| Nina C. Labatt, Management Member | ||
| TVL MANAGEMENT CORPORATION | ||
| By: | /s/ Nina C. Labatt | |
| Nina C. Labatt, its Chief Financial Officer | ||
| /s/ Lawrence K. Orr | ||
| Lawrence K. Orr | ||
| /s/ Noel J. Fenton | ||
| Noel J. Fenton | ||
| /s/ Augustus O. Tai | ||
| Augustus O. Tai | ||
| /s/ Fred Wang | ||
| Fred Wang | ||
| /s/ Patricia Nakache | ||
| Patricia Nakache | ||
| /s/ Ajay Chopra | ||
| Ajay Chopra | ||
| /s/ Karan Mehandru | ||
| Karan Mehandru | ||
| /s/ Daniel Scholnick | ||
| Daniel Scholnick | ||
| /s/ Nina C. Labatt | ||
| Nina C. Labatt | ||
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representatives authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)