TUBEMOGUL INC 4
4 · TUBEMOGUL INC · Filed Dec 21, 2016
Insider Transaction Report
Form 4
TUBEMOGUL INCTUBE
CHOPRA AJAY
Director10% Owner
Transactions
- Disposition from Tender
Common Stock
2016-12-19$14.00/sh−4,383,749$61,372,486→ 0 total(indirect: By Trinity Ventures X, L.P.) - Disposition from Tender
Common Stock
2016-12-19$14.00/sh−24,824$347,536→ 0 total(indirect: By Trinity X Side-By-Side Fund, L.P.) - Disposition from Tender
Common Stock
2016-12-19$14.00/sh−2,748$38,472→ 0 total(indirect: By TVL Management Corporation) - Disposition from Tender
Common Stock
2016-12-19$14.00/sh−42,392$593,488→ 0 total(indirect: By Trinity X Entrepreneurs' Fund, L.P.) - Disposition from Tender
Common Stock
2016-12-19$14.00/sh−3,174$44,436→ 8,069 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2016-12-19$14.00/sh−8,069$112,966→ 0 total(indirect: By Trust)
Footnotes (6)
- [F1]Disposed of pursuant to a cash tender offer conducted in accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated November 10, 2016, by and among the Issuer, Adobe Systems Incorporated, a Delaware corporation ("Adobe") and Tiger Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Adobe ("Purchaser") in exchange for cash consideration of $14.00 per share, net to the seller in cash, without interest thereon and subject to any required tax withholding. Pursuant to the Merger Agreement, the Purchaser merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger").
- [F2]Trinity TVL X, LLC is the general partner of Trinity Ventures X, L.P., Trinity X Side-By-Side Fund, L.P. and Trinity X Entrepreneurs' Fund, L.P. and has sole voting and investment power with respect to the shares held by Trinity Ventures X, L.P., Trinity X Side-By-Side Fund, L.P. and Trinity X Entrepreneurs' Fund, L.P.
- [F3]Mr. Chopra is a management member of Trinity TVL X, LLC, and may be deemed to share voting and investment power over the shares owned by Trinity Ventures X, L.P., Trinity X Side-By-Side Fund, L.P. and Trinity X Entrepreneurs' Fund, L.P. Mr. Chopra serves as an officer of Trinity TVL Management Corporation. Mr. Chopra disclaims beneficial ownership of the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.
- [F4]The shares were held by Trinity TVL Management Corporation.
- [F5]The shares were held by the Chopra/Banerjee Revocable Trust (the "Chopra Family Trust"). Mr. Chopra is a trustee of the Chopra Family Trust. Mr. Chopra disclaims beneficial ownership of the shares held by the Chopra Family Trust except to the extent of his proportionate pecuniary interest therein.
- [F6]In connection with the Merger, the vesting of restricted stock units for an aggregate of 8,069 shares was accelerated immediately prior to the effective time of the Merger, and in accordance with the Merger Agreement, these accelerated restricted stock units were cancelled and converted into the right to receive cash consideration of $14.00 per share, net to the seller in cash, without interest thereon and subject to any required tax withholding.