Amended Statement of Ownership (sc 13g/a)
February 14 2017 - 6:10AM
Edgar (US Regulatory)
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.
2) *
Tremor Video, Inc.
|
(Name of Issuer)
|
|
Common Stock, par value $0.0001
|
(Title of Class of Securities)
|
|
89484Q100
|
(CUSIP Number)
|
|
December 31, 2016
|
(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
3,047,580 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
3,047,580 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
|
3,047,580
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9
EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
5.9%
|
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 OX 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
55,549 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
55,549 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
|
55,549
|
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
3,103,129 shares, of which 3,047,580 shares are held by MCP III and 55,549 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
3,103,129 shares, of which 3,047,580 shares are held by MCP III and 55,549 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
|
3,103,129
|
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*
|
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
3,103,129 shares, of which 3,047,580 shares are held by MCP III and 55,549 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
3,103,129 shares, of which 3,047,580 shares are held by MCP III and 55,549 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
|
3,103,129
|
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*
|
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
3,103,129 shares, of which 3,047,580 shares are held by MCP III and 55,549 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
3,103,129 shares, of which 3,047,580 shares are held by MCP III and 55,549 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
|
3,103,129
|
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*
|
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
3,103,129 shares, of which 3,047,580 shares are held by MCP III and 55,549 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
3,103,129 shares, of which 3,047,580 shares are held by MCP III and 55,549 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
|
3,103,129
|
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*
|
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
3,103,129 shares, of which 3,047,580 shares are held by MCP III and 55,549 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
3,103,129 shares, of which 3,047,580 shares are held by MCP III and 55,549 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
|
3,103,129
|
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*
|
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
3,103,129 shares, of which 3,047,580 shares are held by MCP III and 55,549 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
3,103,129 shares, of which 3,047,580 shares are held by MCP III and 55,549 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
|
3,103,129
|
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*
|
IN
|
|
|
|
|
|
CUSIP NO. 89484Q100
|
13 G
|
Page
10
of 16
|
This Amendment
No. 2 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
|
1501 Broadway, Suite 801
New York,
NY 10036
|
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
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
CUSIP NO. 89484Q100
|
13 G
|
Page
11
of 16
|
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.
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,
2017
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.
Tremor Video, Inc. (NYSE:TRMR)
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From May 2024 to Jun 2024
Tremor Video, Inc. (NYSE:TRMR)
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From Jun 2023 to Jun 2024