Edgar Filing: TREMOR VIDEO INC.

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Canaan VII L P

2. Issuer Name and Ticker or Trading Symbol
TREMOR VIDEO INC. [TRMR]

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

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

(Last)

(First)

(Middle)

285 RIVERSIDE AVENUE, SUITE 250

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2013

(Street)

WESTPORT, CT 06880

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	07/02/2013	⁽¹⁾⁽²⁾	C		7,779,199	A	⁽¹⁾ ⁽²⁾	7,944,522	I	See Footnote ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

⁽¹⁾

07/02/2013

3,078,380

⁽¹⁾

⁽⁴⁾

Common Stock

3,078,380

$ 0

See Footnote ⁽³⁾

Series B Preferred Stock

⁽¹⁾

07/02/2013

1,678,288

⁽¹⁾

⁽⁴⁾

Common Stock

1,678,288

$ 0

See Footnote ⁽³⁾

Series C Preferred Stock

⁽¹⁾

07/02/2013

1,535,364

⁽¹⁾

⁽⁴⁾

Common Stock

1,535,364

$ 0

See Footnotes ⁽³⁾

Series D Preferred Stock

⁽¹⁾

07/02/2013

859,001

⁽¹⁾

⁽⁴⁾

Common Stock

859,001

$ 0

See Footnote ⁽³⁾

Series F Preferred Stock

⁽²⁾

07/02/2013

448,786

⁽²⁾

⁽⁴⁾

Common Stock

628,166

$ 0

See Footnote ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Canaan VII L P 285 RIVERSIDE AVENUE SUITE 250 WESTPORT, CT 06880	X	X

Signatures

Canaan VII L.P., By: Canaan Partners VII LLC, its general partner, By: /s/ Jaime Slocum, Attorney-in-Fact Canaan Partners VII LLC, By: /s/ Jaime Slocum, Attorney-in-Fact 7/3/2013		07/03/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each share of the Issuer's Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock automatically converted on a 1-for-1 basis into shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering (as defined in the Issuer's Seventh Amended and Restated Certificate of Incorporation, as filed with the Delaware Secretary of State on June 13, 2013).
(2)	Each share of the Issuer's Series F Preferred Stock automatically converted on a 1-for-1.3997 basis into shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering (as defined in the Issuer's Seventh Amended and Restated Certificate of Incorporation, as filed with the Delaware Secretary of State on June 13, 2013).
(3)	Shares held directly by Canaan VII L.P. (the "Canaan Fund"). Canaan Partners VII LLC ("Canaan VII" and together with the Canaan Fund, the "Canaan Entities") is the sole general partner of the Canaan Fund and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. Warren Lee, a member of Canaan VII, serves as the representative of the Canaan Entities on the Issuer's board of directors.
(4)	The shares had no expiration date.
Remarks: Exhibit 99.1 - Joint Filer Information

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