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

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 9)¹

YuMe, Inc.

(Name
of Issuer)

Common Stock, $.001 par value per share

(Title of Class of Securities)

98872B104

(CUSIP Number)

ERIC SINGER

VIEX
Capital Advisors, LLC

825 Third Avenue, 33rd Floor

New York, New York 10022

STEVE
WOLOSKY, ESQ.

OLSHAN
FROME WOLOSKY LLP

1325
Avenue of the Americas

New
York, New York 10019

(212)
451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

September 4, 2017

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
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).

___________

* This Series One is part of a series of VIEX Opportunities Fund,
LP, a series limited partnership.

___________

* This Series Two is part of a series of VIEX Opportunities Fund,
LP, a series limited partnership.

The following constitutes
Amendment No. 9 to the Schedule 13D filed by the undersigned (the “Amendment No. 9”). This Amendment No. 9 amends the
Schedule 13D as specifically set forth herein.

Item 3 is hereby amended
and restated to read as follows:

The Shares purchased
by Series One were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in
the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated
by reference herein. The aggregate purchase price of the 2,591,733 Shares beneficially owned by Series One is approximately $7,219,780,
excluding brokerage commissions.

The Shares purchased
by Series Two were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in
the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated
by reference herein. The aggregate purchase price of the 561,269 Shares beneficially owned by Series Two is approximately $1,490,047,
excluding brokerage commissions.

The Shares purchased
by VSO II were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the
ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated
by reference herein. The aggregate purchase price of the 2,339,594 Shares beneficially owned by VSO II is approximately $6,693,038,
excluding brokerage commissions.

The Shares directly
owned by Mr. Singer were delivered to him by the Issuer following the vesting of Restricted Stock Units granted to Mr. Singer by
the Issuer for his service as a director.

Item 4 is hereby amended
to add the following:

On September 4, 2017,
the Issuer entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with RhythmOne,
PLC, a public limited company incorporated under the laws of England and Wales (“RhythmOne”), Redwood Merger Sub I,
Inc., a Delaware corporation and a wholly owned subsidiary of RhythmOne (“Purchaser”), and Redwood Merger Sub II, Inc.,
a Delaware corporation and a wholly owned subsidiary of RhythmOne (“Merger Sub II”).

Pursuant to the Merger
Agreement, and upon the terms and subject to the conditions described therein, Purchaser has agreed to commence an exchange offer
(the “Offer”) to purchase all of the outstanding shares of common stock of the Issuer (the “YuMe Stock”),
with each share of YuMe Stock accepted by Purchaser in the Offer to be exchanged for the right to receive (i) $1.70 in cash (the
“Cash Consideration”) and (ii) 7.325 ordinary shares £0.01 each in the capital of RhythmOne (“RhythmOne
Stock”), plus cash in lieu of any fractional shares of RhythmOne Stock (the “Stock Consideration”), in each case,
without interest ((i) and (ii) together, the “Transaction Consideration”). If the conditions to the Offer are satisfied
and the Offer closes, Purchaser would acquire any remaining YuMe Stock by a merger of Purchaser with and into the Issuer (the “First
Merger”), with the Issuer surviving the First Merger. Immediately following the First Merger, the Issuer, as the surviving
company of the First Merger, will be merged with and into Merger Sub II (the “Second Merger” and together with the
First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of RhythmOne.

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.

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.

Percentage: Approximately
7.5%

Percentage: Approximately
1.6%

Percentage: Approximately
6.8%

Percentage: Approximately
9.1%

Percentage: Approximately
6.8%

Percentage: Approximately
15.9%

Percentage: Approximately
15.9%

The filing of this
Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each Reporting Person disclaims beneficial
ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6 is hereby
amended to add the following:

On September 4, 2017,
the Issuer entered into the Merger Agreement with RhythmOne, Purchaser and Merger Sub II described in Item 4 above and referenced
as Exhibit 99.1 hereto.

On September 4, 2017,
the Reporting Persons, together with certain other directors, officers and stockholders of the Issuer, in their capacity as stockholders
of the Issuer, entered into the Support Agreement with RhythmOne, Purchaser and Merger Sub II described in Item 4 above and referenced
as Exhibit 99.2 hereto.

Item 7 is
hereby amended to add the following:

SIGNATURES

After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.

Dated: September 6,
2017