Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 ^* Foundation Capital Management Co. VI, LLC	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 _____ Officer (give title below) __ X __ Other (specify below) Former 10% Owner
(Last) (First) (Middle) 250 MIDDLEFIELD ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 12/19/2016
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/19/2016		U ⁽¹⁾		5848097	D	$14.00	0	I	By Foundation Capital VI, L.P. ⁽²⁾
Common Stock	12/19/2016		U ⁽¹⁾		29117	D	$14.00	0	I	By Holland/Yates Family Trust dtd 7/23/1999 ⁽³⁾
Common Stock	12/19/2016		U ⁽¹⁾		4435	D	$14.00	0	I	By The Holland Childrens Trust ⁽⁴⁾
Common Stock	12/19/2016		U ⁽¹⁾		7110	D	$14.00	0	I	By Koontz Revocable Trust U/A/D 6/29/1998 ⁽⁵⁾
Common Stock	12/19/2016		U ⁽¹⁾		14905	D	$14.00	0	I	By Michael N. & Mary G. Schuh 1990 Family Trust ⁽⁶⁾
Common Stock	12/19/2016		U ⁽¹⁾		9072	D	$14.00	0	I	By William B. Elmore Gift Fund
Common Stock	12/19/2016		U ⁽¹⁾		13749	D	$14.00	0	I	By William B. Elmore Revocable Trust ⁽⁷⁾
Common Stock	12/19/2016		U ⁽¹⁾		24690	D	$14.00	0	I	By Elmore Family Investments B, LP ⁽⁸⁾
Common Stock	12/19/2016		U ⁽¹⁾		12975	D	$14.00	0	I	By Vassallo Family Revocable Trust dated 7/15/02 ⁽⁹⁾
Common Stock	12/19/2016		U ⁽¹⁾		4440	D	$14.00	0	I	By Moldow Family Trust dated 11/11/2003 ⁽¹⁰⁾

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
( 1)	Disposed of pursuant to a cash tender offer conducted in accordance with the Agreement and Plan of Merger, 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 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.
( 2)	Foundation Capital Management Co. VI, L.L.C. is the sole general partner of Foundation Capital VI, L.P. and the sole manager of Foundation Capital VI Principals Fund, LLC and has sole voting and investment power with respect to the shares held by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. William B. Elmore, Paul G. Koontz, Michael N. Schuh, Paul R. Holland, Steve P. Vassallo, Charles P. Moldow and Warren M. Weiss are managing members of Foundation Capital Management Co. VI, L.L.C., and may be deemed to share voting and investment power over the shares owned by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. Each of the managing members of Foundation Capital Management Co. VI, L.L.C. disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.
( 3)	The shares were held by the Holland/Yates Family Trust dtd 7/23/1999 (the "Holland Family Trust"). Paul R. Holland is a trustee of the Holland Family Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Holland Family Trust except to the extent of his proportionate pecuniary interest therein.
( 4)	The shares were held by The Holland Children's Trust (the "Holland Children's Trust"). Paul R. Holland is a trustee of the Holland Children's Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Holland Children's Trust except to the extent of his proportionate pecuniary interest therein.
( 5)	The shares were held by the Koontz Revocable Trust U/A/D 6/29/1998 (the "Koontz Trust"). Paul G. Koontz is a trustee of the Koontz Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Koontz Trust except to the extent of his proportionate pecuniary interest therein.
( 6)	The shares were held by the Michael N. & Mary G. Schuh 1990 Family Trust (the "Schuh Trust"). Michael N. Schuh is a trustee of the Schuh Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Schuh Trust except to the extent of his proportionate pecuniary interest therein
( 7)	The shares were held by the William B. Elmore Revocable Trust (the "Elmore Trust"). William B. Elmore is a trustee of the Elmore Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Elmore Trust except to the extent of his proportionate pecuniary interest therein.
( 8)	The shares were held by Elmore Family Investments B, LP (the "Elmore Partnership"). William B. Elmore is a general partner of the Elmore Partnership. The Reporting Person disclaims beneficial ownership of the shares held by the Elmore Partnership except to the extent of his proportionate pecuniary interest therein.
( 9)	The shares were held by the Vassallo Family Revocable Trust dated 7/15/02 (the "Vassallo Trust"). Steve P. Vassallo is a trustee of the Vassallo Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Vassallo Trust except to the extent of his proportionate pecuniary interest therein.
( 10)	The shares were held by the Moldow Family Trust dated 11/11/2003 (the "Moldow Family Trust"). Charles Moldow is a trustee of the Moldow Family Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Moldow Family Trust except to the extent of his proportionate pecuniary interest therein.

Remarks:
Filing 1 of 2: see Form 4 for Foundation Capital Management Co. VI, L.L.C. for additional members of this joint filing.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Foundation Capital Management Co. VI, LLC 250 MIDDLEFIELD ROAD MENLO PARK, CA 94025				Former 10% Owner
FOUNDATION CAPITAL VI LP 250 MIDDLEFIELD ROAD MENLO PARK, CA 94025				Former 10% Owner
Foundation Capital VI Principals Fund, LLC 250 MIDDLEFIELD ROAD MENLO PARK, CA 94025				Former 10% Owner
Foundation Capital, LLC 250 MIDDLEFIELD ROAD MENLO PARK, CA 94025				Former 10% Owner
HOLLAND PAUL R 250 MIDDLEFIELD ROAD MENLO PARK, CA 94025				Former 10% Owner
KOONTZ PAUL G 250 MIDDLEFIELD ROAD MENLO PARK, CA 94025				Former 10% Owner
SCHUH MICHAEL N 250 MIDDLEFIELD ROAD MENLO PARK, CA 94025				Former 10% Owner
ELMORE WILLIAM B 250 MIDDLEFIELD ROAD MENLO PARK, CA 94025				Former 10% Owner
Weiss Warren M 250 MIDDLEFIELD ROAD MENLO PARK, CA 94025				Former 10% Owner
Moldow Charles 250 MIDDLEFIELD ROAD MENLO PARK, CA 94025				Former 10% Owner

Signatures
/s/ David A. Singer as Attorney-In-Fact for Foundation Capital Management Co. VI, L.L.C.		12/21/2016
^** Signature of Reporting Person		Date
/s/ David A. Singer as Attorney-In-Fact for Foundation Capital VI, L.P.		12/21/2016
^** Signature of Reporting Person		Date
/s/ David A. Singer as Attorney-in-Fact for Foundation Capital VI Principals Fund, L.L.C.		12/21/2016
^** Signature of Reporting Person		Date
/s/ David A. Singer as Attorney-in-Fact for Foundation Capital, LLC		12/21/2016
^** Signature of Reporting Person		Date
/s/ David A. Singer as Attorney-in-Fact for Paul R. Holland		12/21/2016
^** Signature of Reporting Person		Date
/s/ David A. Singer as Attorney-in-Fact for Paul G. Koontz		12/21/2016
^** Signature of Reporting Person		Date
/s/ David A. Singer as Attorney-in-Fact for Michael N. Schuh		12/21/2016
^** Signature of Reporting Person		Date
/s/ David A. Singer as Attorney-in-Fact for William B. Elmore		12/21/2016
^** Signature of Reporting Person		Date
/s/ David A. Singer as Attorney-in-Fact for Warren M. Weiss		12/21/2016
^** Signature of Reporting Person		Date
/s/ David A. Singer as Attorney-in-Fact for Charles Moldow		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.
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