FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

W CAPITAL PARTNERS II L.P.

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/10/2017 

3. Issuer Name and Ticker or Trading Symbol

TREMOR VIDEO INC. [TRMR]

(Last)        (First)        (Middle)

400 PARK AVENUE, SUITE 910

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

NEW YORK, NY 10022       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   (1) 5051886   I   See Footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  W Capital Partners II, L.P. (the "Fund") is filing this report because its ownership percentage of common stock of the Issuer exceeded 10% by virtue of a decrease in the Issuer's number outstanding shares as reported in its Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on March 10, 2017.
(2)  The shares are held directly by the Fund. The sole general partner of the Fund is WCP GP II, L.P. ("WCP LP"), and the sole general partner of WCP LP is WCP GP II, LLC ("WCP LLC"). Each of WCP LP and WCP LLC disclaims Section 16 beneficial ownership of the securities held by the Fund, except to the extent of its pecuniary interest therein, if any.

Remarks:
Exhibit 99.1 Joint Filer Information

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
W CAPITAL PARTNERS II L.P.
400 PARK AVENUE, SUITE 910
NEW YORK, NY 10022

X

WCP GP II, L.P.
400 PARK AVENUE, SUITE 910
NEW YORK, NY 10022

X

WCP GP II, LLC
400 PARK AVENUE, SUITE 910
NEW YORK, NY 10022

X


Signatures
W Capital Partners II, L.P., By: WCP GP II, L.P., its sole general partner, By: WCP GP II, LLC, its sole general partner, By: /s/ David Wachter, Managing Member 4/18/2017
** Signature of Reporting Person Date

WCP GP II, L.P., By: WCP GP II, LLC, its sole general partner, By: /s/ David Wachter, Managing Member 4/18/2017
** Signature of Reporting Person Date

WCP GP II, LLC, By: /s/ David Wachter, Managing Member 4/18/2017
** 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 5(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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