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Form 4 TUBEMOGUL INC For: Dec 19 Filed by: Deeds Eric

December 21, 2016 9:57 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Deeds Eric
(Last) (First) (Middle)
1250 53RD STREET, SUITE 2
(Street)
EMERYVILLE CA 94608
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TUBEMOGUL INC [ TUBE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
General Counsel and Secretary
3. Date of Earliest Transaction (Month/Day/Year)
12/19/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/19/2016   U   5,852 D $ 14 186,834 (1) D  
Common Stock 12/19/2016   D   102,016 D $ 14 80,844 (2) D  
Common Stock 12/19/2016   D (3)   80,844 D $ 0 0 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 17.04 12/19/2016   D (4)     48,339   (5) 11/12/2024 Common Stock 48,339 $ 0 0 D  
Employee Stock Option (right to buy) $ 2.32 12/19/2016   D     11,327   (6) 06/10/2023 Common Stock 11,327 $ 0 0 D  
Explanation of Responses:
1. Of the reported shares, 988 shares were acquired under the Issuer's Section 423 employee stock purchase plan on December 15, 2016 and 80,844 shares are represented by RSUs.
2. Of the reported shares, 80,844 shares are represented by RSUs.
3. Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated November 10, 2016, by and among Issuer, Adobe Systems Incorporated, a Delaware corporation ("Adobe") and Tiger Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Adobe, at the Effective Time (as defined in the Merger Agreement), Issuer RSU awards assumed by Adobe will be replaced by Adobe RSU awards at the applicable exchange rate. The Adobe RSU awards will retain the same vesting schedule as the original Issuer RSU awards, subject to the Reporting Person's continued service to Adobe.
4. This stock option is being canceled pursuant to the terms of the Merger Agreement.
5. The canceled option provided for vesting of 1/48th of the shares subject to the option vested on 12/12/2014, and thereafter 1/48th of the shares vested monthly, subject to the Reporting Person's continued service to the Issuer through each vesting date.
6. Pursuant to the terms of the Merger Agreement, the stock option award was canceled and converted into the right to receive an Adobe stock option award at the applicable exchange rate. The Adobe stock option award will retain the same vesting schedule as the original Issuer stock option award, subject to the Reporting Person's continued service to Adobe.
Eric Deeds 12/21/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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