FORM 4
[ X ] 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 *

Toth David 		2. Issuer Name and Ticker or Trading Symbol

TUBEMOGUL INC [ TUBE ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

1250 53RD STREET, SUITE 2 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/19/2016
(Street)

EMERYVILLE, CA 94608
(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   12/19/2016     U    125369   D $14.00   8589   (1) D  
 
Common Stock   12/19/2016     D (2)    8589   D $14.00   0   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
Stock Option (right to buy)   $15.37   12/19/2016     D   (3)       5679      (4) 6/18/2025   Common Stock   5679   $0   0   D  
 
Stock Option (right to buy)   $.70   12/19/2016     D         50000      (5) 4/19/2022   Common Stock   50000   $0   0   D  
 

Explanation of Responses:
( 1)  Of the reported shares, 8,589 shares are represented by RSUs.
( 2)  Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated November 10, 2016, by and among Issuer, Adobe Systems Incorporated, a Delaware corporation ("Adobe") and Tiger Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Adobe, the vesting of restricted stock units for an aggregate of 8,589 shares was accelerated immediately at the effective time of the Merger, and in accordance with the Merger Agreement, these accelerated restricted stock units were canceled and converted into the right to receive cash consideration of $14.00 per share, net to the seller in cash, without interest thereon and subject to any required tax withholding.
( 3)  This stock option is being canceled pursuant to the terms of the Merger Agreement.
( 4)  This stock option is fully vested and exercisable.
( 5)  Option is fully vested and immediately exercisable. Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding option to purchase shares of common stock of Issuer was canceled and converted into the right to receive an amount in cash equal to: (A) $14.00 per share minus (B) the exercise price per share of common stock of TubeMogul.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Toth David
1250 53RD STREET, SUITE 2
EMERYVILLE, CA 94608 		X



Signatures
Eric Deeds, Attorney-in-Fact 12/21/2016
** 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 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).
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.
TUBEMOGUL INC (NASDAQ:TUBE)
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