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:

 

¨

Rule 13d-1(b)

 

¨

Rule 13d-1(c)

 

x

Rule 13d-1(d)

 

*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

 

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

 

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

 

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

 

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

 

 

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

 

 

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

 

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

 

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

 

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

 

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.

 

 

 

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.

 

 

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.

 

 

 

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)

 

 

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

 

 

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.

 

 

 

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.