TLRA Telaria Inc

FORM 4 [ ] 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 * Evans Katie Seitz	2. Issuer Name and Ticker or Trading Symbol Telaria, Inc. [ TLRA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Operating Officer
(Last)          (First)          (Middle) C/O TELARIA, INC., 222 BROADWAY, 16TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 2/14/2020
(Street) NEW YORK, NY 10038 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. 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	2/14/2020		M		56734	A	$0.00 (1)	243198	D
Common Stock	2/14/2020		F(2)		27791 (2)	D	$11.81	215407	D

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
Restricted Stock Unit (1)	$0.00 (1)	2/14/2020		M			7500	(3)	(3)	Common Stock	7500	(1)	0	D
Restricted Stock Unit (1)	$0.00 (1)	2/14/2020		M			31250	(4)	(4)	Common Stock	31250	(1)	31250	D
Restricted Stock Unit (1)	$0.00 (1)	2/14/2020		M			6410	(5)	(5)	Common Stock	6410	(1)	12820	D
Restricted Stock Unit (1)	$0.00 (1)	2/14/2020		M			11574	(6)	(6)	Common Stock	11574	(1)	34722	D

Explanation of Responses:
(1)	Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
(2)	The transaction reported represents the non-discretionary withholding of shares to satisfy the reporting person's tax withholding obligations in connection with the vesting and settlement of restricted stock units.
(3)	Grant to the reporting person of restricted stock units under the issuer's 2013 Equity Incentive Plan. The restricted stock units are fully vested.
(4)	Grant to the reporting person of restricted stock units under the issuer's 2013 Equity Incentive Plan. 25% of the total shares underlying the restricted stock unit grant vested on each of February 14, 2018, February 14, 2019 and February 14, 2020. The remaining shares underlying the restricted stock unit grant will vest on February 14, 2021, subject to continued service to the issuer through each such vesting date. This restricted stock unit grant is subject to accelerated vesting in the event that the recipient is subject to a qualified termination within a specified period of time prior to or following the closing of a change in control transaction.
(5)	Grant to the Reporting Person of restricted stock units under the 2013 Plan. 25% of the total shares underlying the restricted stock unit grant vested on each of February 14, 2019 and February 14, 2020. The remaining shares underlying the restricted stock unit grant will vest in two equal installments on each of February 14, 2021 and February 14, 2022, subject to continued service to the issuer through each such vesting date. This RSU grant is subject to full accelerated vesting following a change in control transaction and termination under certain circumstances within a specified period of time following the closing of a change in control transaction.
(6)	Grant to the reporting person of restricted stock units under the Issuer's 2013 Plan. 25% of the total shares underlying the restricted stock unit grant vested on February 14, 2020. The remaining shares underlying the restricted stock unit grant will vest in three equal installments on each of February 14, 2021, February 14, 2022 and February 14, 2023, subject to continued service to the issuer through each such vesting date. This RSU grant is subject to full accelerated vesting following a change in control transaction and termination under certain circumstances within a specified period of time following the closing of a change in control transaction.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Evans Katie Seitz C/O TELARIA, INC. 222 BROADWAY, 16TH FLOOR NEW YORK, NY 10038			Chief Operating Officer

Signatures
/s/Aaron Saltz, Attorney-in-Fact		2/19/2020
**Signature of Reporting Person		Date