13D Filing: Viex Capital Advisors, LLC and Yume Inc (YUME)

At the effective time
of the First Merger (the “Effective Time”), each share of YuMe Stock issued and outstanding immediately prior to the
Effective Time (other than any YuMe Stock owned or held in treasury by the Issuer or shares owned by any person who is entitled
to and properly demands statutory appraisal of his or her shares) will be converted into the right to receive the Transaction Consideration,
without interest, subject to any required withholding taxes.

A more complete description
of the Merger Agreement and the conditions to closing are set forth in the Issuer’s Current Report on Form 8-K filed with
the SEC on September 5, 2017 (the “Issuer 8-K”). Such description of the Merger Agreement is incorporated herein by
reference and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit
2.1 to the Issuer 8-K and is also incorporated herein by reference.

In connection with
the Merger Agreement, the Reporting Persons, together with certain other directors, officers and stockholders of the Issuer, in
their capacity as stockholders of the Issuer, entered into a Tender and Support Agreement with RhythmOne, Purchaser and Merger
Sub II (the “Support Agreement”). The Support Agreement provides, among other things, that the Reporting Persons will
not sell or dispose of their YuMe Stock except to participate in the Offer and to tender their shares within 10 business days of
the commencement of the Offer, and that, for a period of six months after the Effective Time, they will not sell, transfer or otherwise
dispose of any RhythmOne Stock, options or RSUs.

The foregoing description
of the Support Agreement is qualified in its entirety by the full text of the Support Agreement, the form of which is attached
as Exhibit 99.1 to the Issuer 8-K and is incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer.

Items 5(a)-(c) are
hereby amended and restated to read as follows:

The aggregate percentage
of Shares reported owned by each Reporting Person is based upon 34,538,221 Shares outstanding, which is the total number of Shares
outstanding as of July 31, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and
Exchange Commission on August 8, 2017.

A.

Series One

(a)

As of the close of business on September 6, 2017, Series One beneficially owned 2,591,733 Shares.

Percentage: Approximately
7.5%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,591,733 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,591,733

(c)

Series One has not entered into any transactions in the Shares during the past sixty days.