SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1) *
Tremor Video, Inc.
(Name
of Issuer)
Common Stock, par value $0.0001
(Title of
Class of Securities)
89484Q100
(CUSIP Number)
December 31, 2014
(Date of
Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page 1
of 16 Pages
Exhibit Index Contained on Page 14
CUSIP NO. 89484Q100 |
13 G |
Page 2 of 16 |
1 |
NAME OF REPORTING PERSON Meritech Capital Partners III L.P. (“MCP III”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
3,064,846 shares, except that Meritech Capital Associates III
L.L.C. (“MCA III”), the general partner of MCP III, may be deemed to have sole voting power with respect to such shares,
Meritech Management Associates III L.L.C. (“MMA III”), a managing member of MCA III, may be deemed to have sole voting
power with respect to such shares, and Paul S. Madera (“Madera”), Michael B. Gordon (“Gordon”), Robert
D. Ward (“Ward”) and George H. Bischof (“Bischof”), the managing members of MMA III, may be deemed to have
shared voting power with respect to such shares.
|
6 |
SHARED VOTING POWER
See response to row 5. |
7 |
SOLE DISPOSITIVE POWER
3,064,846 shares, except that MCA III, the general partner of
MCP III, may be deemed to have sole dispositive power with respect to such shares, MMA III, a managing member of MCA III, may be
deemed to have sole dispositive power with respect to such shares, and Madera, Gordon, Ward and Bischof, the managing members of
MMA III, may be deemed to have shared dispositive power with respect to such shares. |
8 |
SHARED DISPOSITIVE POWER
See response to row 7.
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
3,064,846 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9
EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
6.0% |
12 |
TYPE OF REPORTING PERSON*
|
PN |
CUSIP NO. 89484Q100 |
13 G |
Page 3 of 16 |
1 |
NAME OF REPORTING PERSON Meritech Capital Affiliates III L.P. (“MC AFF III”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
55,864 shares, except that MCA III, the general partner of MC
AFF III, may be deemed to have sole voting power with respect to such shares, MMA III, a managing member of MCA III, may be deemed
to have sole voting power with respect to such shares, and Madera, Gordon, Ward and Bischof, the managing members of MMA III, may
be deemed to have shared voting power with respect to such shares.
|
6 |
SHARED VOTING POWER
See response to row 5. |
7 |
SOLE DISPOSITIVE POWER
55,864 shares, except that MCA III, the general partner of MC AFF III, may be deemed to have sole dispositive power with respect to such shares, MMA III, a managing member of MCA III, may be deemed to have sole dispositive power with respect to such shares, and Madera, Gordon, Ward and Bischof, the managing members of MMA III, may be deemed to have shared dispositive power with respect to such shares. |
8 |
SHARED DISPOSITIVE POWER
See response to row 7.
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
55,864 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.1% |
12 |
TYPE OF REPORTING PERSON*
|
PN |
CUSIP NO. 89484Q100 |
13 G |
Page 4 of 16 |
1 |
NAME OF REPORTING PERSON Meritech Capital Associates III L.L.C. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
3,120,710 shares, of which 3,064,846 shares are held by MCP
III and 55,864 shares are held by MC AFF III, for whom MCA III serves as general partner, except that MMA III, a managing member
of MCA III, may be deemed to have sole power to vote these shares, and Madera, Gordon, Ward and Bischof, the managing members of
MMA III, may be deemed to have shared power to vote these shares.
|
6 |
SHARED VOTING POWER
See response to row 5. |
7 |
SOLE DISPOSITIVE POWER
3,120,710 shares, of which 3,064,846 shares are held by MCP III and 55,864 shares are held by MC AFF III, for whom MCA III serves as general partner, except that MMA III, a managing member of MCA III, may be deemed to have sole power to dispose of these shares, and Madera, Gordon, Ward and Bischof, the managing members of MMA III, may be deemed to have shared power to dispose of these shares. |
8 |
SHARED
DISPOSITIVE POWER See response to row 7.
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
3,120,710 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
6.1% |
12 |
TYPE OF REPORTING PERSON*
|
OO |
CUSIP NO. 89484Q100 |
13 G |
Page 5 of 16 |
1 |
NAME OF REPORTING PERSON Meritech Management Associates III L.L.C. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER 3,120,710 shares, of which 3,064,846 shares are held by MCP III and 55,864
shares are held by MC AFF III. MMA III serves as a managing member of MCA III, the general partner of such entities. Madera,
Gordon, Ward and Bischof, the managing members of MMA III, may be deemed to have shared power to vote these shares.
|
6 |
SHARED VOTING POWER
See response to row 5. |
7 |
SOLE DISPOSITIVE POWER
3,120,710 shares, of which 3,064,846 shares are held by MCP III and 55,864 shares are held by MC AFF III. MMA III serves as a managing member of MCA III, the general partner of such entities. Madera, Gordon, Ward and Bischof, the managing members of MMA III, may be deemed to have shared power to dispose of these shares. |
8 |
SHARED
DISPOSITIVE POWER See response to row 7.
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
3,120,710 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
6.1% |
12 |
TYPE OF REPORTING PERSON*
|
OO |
CUSIP NO. 89484Q100 |
13 G |
Page 6 of 16 |
1 |
NAME OF REPORTING PERSON Paul S. Madera |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0 shares |
6 |
SHARED VOTING POWER
3,120,710 shares, of which 3,064,846 shares are held by MCP III and 55,864 shares are held by MC AFF III. MCA III is the general partner of such entities and Madera, as a managing member of MMA III, a managing member of MCA III, may be deemed to have shared power to vote these shares. |
7 |
SOLE DISPOSITIVE POWER
0 shares |
8 |
SHARED DISPOSITIVE POWER
3,120,710 shares, of which 3,064,846 shares are held by MCP III and 55,864 shares are held by MC AFF III. MCA III is the general partner of such entities and Madera, as a managing member of MMA III, a managing member of MCA III, may be deemed to have shared power to dispose of these shares. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
3,120,710 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
6.1% |
12 |
TYPE OF REPORTING PERSON*
|
IN |
CUSIP NO. 89484Q100 |
13 G |
Page 7 of 16 |
1 |
NAME OF REPORTING PERSON Michael B. Gordon |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0 shares |
6 |
SHARED VOTING POWER
3,120,710 shares, of which 3,064,846 shares are held by MCP III and 55,864 shares are held by MC AFF III. MCA III is the general partner of such entities and Gordon, as a managing member of MMA III, a managing member of MCA III, may be deemed to have shared power to vote these shares. |
7 |
SOLE DISPOSITIVE POWER
0 shares |
8 |
SHARED DISPOSITIVE POWER
3,120,710 shares, of which 3,064,846 shares are held by MCP III and 55,864 shares are held by MC AFF III. MCA III is the general partner of such entities and Gordon, as a managing member of MMA III, a managing member of MCA III, may be deemed to have shared power to dispose of these shares. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
3,120,710 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
6.1% |
12 |
TYPE OF REPORTING PERSON*
|
IN |
CUSIP NO. 89484Q100 |
13 G |
Page 8 of 16 |
1 |
NAME OF REPORTING PERSON Robert D. Ward |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0 shares |
6 |
SHARED VOTING POWER
3,120,710 shares, of which 3,064,846 shares are held by MCP III and 55,864 shares are held by MC AFF III. MCA III is the general partner of such entities and Ward, as a managing member of MMA III, a managing member of MCA III, may be deemed to have shared power to vote these shares. |
7 |
SOLE DISPOSITIVE POWER
0 shares |
8 |
SHARED DISPOSITIVE POWER
3,120,710 shares, of which 3,064,846 shares are held by MCP III and 55,864 shares are held by MC AFF III. MCA III is the general partner of such entities and Ward, as a managing member of MMA III, a managing member of MCA III, may be deemed to have shared power to dispose of these shares. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
3,120,710 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
6.1% |
12 |
TYPE OF REPORTING PERSON*
|
IN |
CUSIP NO. 89484Q100 |
13 G |
Page 9 of 16 |
1 |
NAME OF REPORTING PERSON George H. Bischof |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0 shares |
6 |
SHARED VOTING POWER
3,120,710 shares, of which 3,064,846 shares are held by MCP III and 55,864 shares are held by MC AFF III. MCA III is the general partner of such entities and Bischof, as a managing member of MMA III, a managing member of MCA III, may be deemed to have shared power to vote these shares. |
7 |
SOLE DISPOSITIVE POWER
0 shares |
8 |
SHARED DISPOSITIVE POWER
3,120,710 shares, of which 3,064,846 shares are held by MCP III and 55,864 shares are held by MC AFF III. MCA III is the general partner of such entities and Bischof, as a managing member of MMA III, a managing member of MCA III, may be deemed to have shared power to dispose of these shares. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
3,120,710 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
6.1% |
12 |
TYPE OF REPORTING PERSON*
|
IN |
CUSIP NO. 89484Q100 |
13 G |
Page 10 of 16 |
This Amendment No. 1 amends the Statement
on Schedule 13G previously filed by Meritech Capital Partners III L.P., a Delaware limited partnership (“MCP III”),
Meritech Capital Affiliates III L.P., a Delaware limited partnership (“MC AFF III”), Meritech Capital Associates III
L.L.C., a Delaware limited liability company (“MCA III”), Meritech Management Associates III L.L.C., a Delaware limited
liability company (“MMA III”), Paul S. Madera (“Madera”), Michael B. Gordon (“Gordon”), Robert
D. Ward (“Ward”) and George H. Bischof (“Bischof”). The foregoing entities and individuals are collectively
referred to as the “Reporting Persons.”
ITEM 1(A). NAME
OF ISSUER
Tremor Video, Inc.
ITEM 1(B). ADDRESS
OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
53 West 23rd Street
New York, NY 10010
ITEM 2(A). NAME
OF PERSONS FILING
MCA III is the general partner of
each of MCP III and MC AFF III, and may be deemed to have indirect beneficial ownership of shares of the issuer directly owned
by MCP III and MC AFF III. MMA III is a managing member of MCA III and may be deemed to have indirect beneficial ownership of shares
of the issuer directly owned by MCP III, and MC AFF III. Madera, Gordon, Ward and Bischof are managing members of MMA III and may
be deemed to have indirect beneficial ownership of shares of the issuer directly owned by MCP III and MC AFF III.
ITEM 2(B). ADDRESS
OF PRINCIPAL OFFICE
The address for each of the Reporting
Persons is:
Meritech Capital Partners
245 Lytton Ave, Suite 125
Palo Alto, CA 94301
ITEM 2(C). CITIZENSHIP
MCP III and MC AFF III are Delaware
limited partnerships. MCA III and MMA III are Delaware limited liability companies. Madera, Gordon, Ward and Bischof are United
States citizens.
ITEM 2(D) AND (E). TITLE
OF CLASS OF SECURITIES AND CUSIP NUMBER
Common Stock
CUSIP # 89484Q100
ITEM 3. Not
Applicable.
CUSIP NO. 89484Q100 |
13 G |
Page 11 of 16 |
ITEM 4. OWNERSHIP
Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount
beneficially owned:
See Row 9 of cover page for each Reporting
Person.
(b) Percent
of Class:
See Row 11 of cover page for each
Reporting Person.
(c) Number
of shares as to which such person has:
(i) Sole
power to vote or to direct the vote:
See Row 5 of cover page for each Reporting
Person.
(ii) Shared
power to vote or to direct the vote:
See Row 6 of cover page for each
Reporting Person.
(iii) Sole
power to dispose or to direct the disposition of:
See Row 7 of cover page for each
Reporting Person.
(iv) Shared
power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting
Person.
ITEM 5. OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Under certain circumstances set forth
in the limited partnership agreements of MCP III and MC AFF III, and the limited liability company agreements of MCA III and MMA
III, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right
to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a
partner or member, as the case may be.
ITEM 7. IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
Not applicable.
CUSIP NO. 89484Q100 |
13 G |
Page 12 of 16 |
ITEM 8. IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE
OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
Not applicable.
CUSIP NO. 89484Q100 |
13 G |
Page 13 of 16 |
SIGNATURES
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2015
Entities: |
|
|
Meritech Capital Partners III L.P. |
|
|
Meritech Capital Affiliates III L.P. |
|
|
Meritech Capital Associates III L.L.C. |
|
|
Meritech Management Associates III L.L.C. |
|
|
|
|
|
|
By: |
/s/ Joel Backman |
|
|
Joel Backman, Attorney-in-fact |
|
|
for above-listed entities |
|
|
|
Individuals: |
|
|
Paul S. Madera |
|
|
Michael B. Gordon |
|
|
Robert D. Ward |
|
|
George H. Bischof |
|
|
|
|
|
|
By: |
/s/ Joel Backman |
|
|
Joel Backman, Attorney-in-fact |
|
|
for above-listed individuals |
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner of the filing person, evidence of the representative's authority
to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs
the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies
are to be sent.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
CUSIP NO. 89484Q100 |
13 G |
Page 14 of 16 |
EXHIBIT INDEX
|
|
Found on
Sequentially |
Exhibit |
|
Numbered Page |
|
|
|
Exhibit A: Agreement of Joint Filing |
|
15 |
|
|
|
Exhibit B: Reference to Joel Backman as Attorney-in-Fact |
|
16 |
CUSIP NO. 89484Q100 |
13 G |
Page 15 of 16 |
exhibit A
Agreement of Joint Filing
The Reporting Persons
hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Tremor Video, Inc. shall be
filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file
with the appropriate agencies.
CUSIP NO. 89484Q100 |
13 G |
Page 16 of 16 |
exhibit B
Reference to Joel Backman as Attorney-in-Fact
Joel Backman has signed the enclosed documents
as Attorney-In-Fact. Note that a copy of the applicable Power of Attorney is already on file with the appropriate agencies.
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