FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Trinity TVL X, LLC
2. Issuer Name and Ticker or Trading Symbol

MaxPoint Interactive, Inc. [ MXPT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

2480 SAND HILL ROAD, SUITE 200
3. Date of Earliest Transaction (MM/DD/YYYY)

10/10/2017
(Street)

MENLO PARK, CA 94025
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   10/10/2017     U    1513962   (1) D $13.86   0   I   By Trinity Ventures X, L.P.   (2) (3)
Common Stock   10/10/2017     U    14751   (1) D $13.86   0   I   By Trinity X Entrepreneurs' Fund, L.P.   (2) (3)
Common Stock   10/10/2017     U    8679   (1) D $13.86   0   I   By Trinity X Side-By-Side Fund, L.P.   (2) (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
(1)  Disposed of upon the closing of the tender offer and merger pursuant to the Agreement and Plan of Merger by and among Harland Clarke Holdings Corp. ("Parent"), Mercury Merger Sub, Inc. ("Purchaser") (an indirect wholly owned subsidiary of Parent), and Issuer, dated as of August 27, 2017 (the "Merger Agreement"), whereby Purchaser acquired each outstanding share of common stock of the issuer for a cash payment of $13.86 per share.
(2)  Trinity TVL X, LLC ("Trinity TVL X") serves as the sole general partner of Trinity Ventures X, L.P. ("Trinity X"), Trinity X Side-By-Side Fund, L.P. ("Trinity X SBS") and Trinity X Entrepreneurs' Fund, L.P. ("Trinity X EF"). As such, Trinity TVL X possesses sole voting and investment control over the shares owned by Trinity X, Trinity X SBS and Trinity X EF, and may be deemed to have indirect beneficial ownership of the securities held by Trinity X, Trinity X SBS and Trinity X EF. Trinity TVL X and TVL Management Corporation own no shares of the Issuer directly.
(3)  Messrs. Orr, Fenton, Chopra, Mehandru and Scholnick, Mrs. Nakache and Ms. Labatt serve as Management Members of Trinity TVL X and Owners of TVL Management Corporation and share voting and dispositive power over the shares held by Trinity X EF, Trinity X SBS and Trinity X. Each Reporting Person disclaims beneficial ownership of the shares held by Trinity X EF, Trinity X SBS and Trinity X except to the extent of his, her or its proportionate pecuniary interest therein.

Remarks:
Filing 1 of 2

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Trinity TVL X, LLC
2480 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025

X

TVL Management CORP
2480 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025

X

TRINITY VENTURES X LP
2480 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025

X

Trinity X Entrepreneurs' Fund, L.P.
2480 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025

X

Trinity X Side-By-Side Fund, L.P.
2480 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025

X

CHOPRA AJAY
2480 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025

X

Nakache Patricia
2480 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025

X

Fenton Noel J
2480 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025

X

ORR LAWRENCE K
2480 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025

X


Signatures
/s/ Nina C. Labatt, Management Member of Trinity TVL X, LLC 10/12/2017
** Signature of Reporting Person Date

/s/ Nina C. Labatt, Owner of TVL Management Corporation 10/12/2017
** Signature of Reporting Person Date

/s/ Nina C. Labatt, Management Member of Trinity TVL X, LLC, which serves as the sole General Partner to Trinity Ventures X, L.P. 10/12/2017
** Signature of Reporting Person Date

/s/ Nina C. Labatt, Management Member of Trinity TVL X, LLC, which serves as the sole General Partner to Trinity X Entrepreneurs' Fund, L.P. 10/12/2017
** Signature of Reporting Person Date

/s/ Nina C. Labatt, Management Member of Trinity TVL X, LLC, which serves as the sole General Partner to Trinity X Side-By-Side Fund, L.P. 10/12/2017
** Signature of Reporting Person Date

/s/ Ajay Chopra 10/12/2017
** Signature of Reporting Person Date

/s/ Patricia Nakache 10/12/2017
** Signature of Reporting Person Date

/s/ Noel Fenton 10/12/2017
** Signature of Reporting Person Date

/s/ Lawrence Orr 10/12/2017
** 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 control number.
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